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Table of Contents

UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

WASHINGTON,D.C.20549

AmendmentNo.6to

FORM20-F

Commissionfilenumber:001-31269

AlconInc.(ExactnameofRegistrantasspecifiedinitscharter)

N/A(TranslationofRegistrant'snameintoEnglish)

Switzerland(Jurisdictionofincorporationororganization)

RueLouis-d'Affry61701Fribourg,Switzerland

(Addressofprincipalexecutiveoffice)

RoyceBedwardChemindeBlandonnet8

1214VernierGeneva,SwitzerlandTel:+1(817)293-0450

(Name,Telephone,Emailand/orFacsimilenumberandAddressofCompanyContactPerson)

Copiesto:

D.ScottBennettCravath,Swaine&MooreLLP

825EighthAvenueNewYork,NY10019Tel:+1(212)474-1000

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Notapplicable

ý REGISTRATIONSTATEMENTPURSUANTTOSECTION12(b)or(g)OFTHESECURITIESEXCHANGEACTOF1934

OR

o ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

OR

o TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

OR

o SHELLCOMPANYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

Titleofeachclass Nameofeachexchangeonwhichregistered

Ordinary Shares, nominal value CHF 0.04 per share

SIX Swiss Exchange

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No ý

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the ExchangeAct. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with any newor revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No o

Large accelerated filer o Accelerated filer o Non-accelerated filer ý Emerging growth company o

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board ý

Other o

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March 21, 2019

Dear Novartis Shareholder:

On June 29, 2018, we announced our intention to separate our Alcon business from the rest of Novartis by means of a spin-off of a newly formed companynamed Alcon Inc., which will contain our eye care devices business, consisting of our surgical and vision care businesses. Novartis, the existing publicly tradedcompany, will retain the Innovative Medicines and Sandoz businesses. As two distinct publicly traded companies, we believe Novartis and Alcon will be betterpositioned to capitalize on significant growth opportunities and focus resources on their respective businesses and strategic priorities.

To implement the separation, Novartis will first transfer its eye care devices business to Alcon, and will subsequently distribute all of the Alcon shares held byNovartis to Novartis shareholders, pro rata to their respective holdings. Each Novartis shareholder will receive 1 Alcon share for every 5 Novartis shares or5 Novartis American Depositary Receipts they hold or have acquired and do not sell or otherwise dispose of prior to the close of business on April 8, 2019. Thedistribution generally should not be taxable to Novartis shareholders for Swiss withholding or income tax or U.S. federal income tax purposes. An application willbe made to list the Alcon shares on the SIX Swiss Exchange (SIX) and the New York Stock Exchange (NYSE) and trading in Alcon shares is expected to begin onthe SIX and the NYSE on April 9, 2019.

You do not need to take any action to receive Alcon shares to which you are entitled as a Novartis shareholder, and you do not need to pay any considerationor surrender or exchange your Novartis shares or American Depositary Receipts.

We encourage you to read the attached Form 20-F, which is being made available to all Novartis shareholders and is also publicly available. The Form 20-Fdescribes the separation in more detail and contains important business and financial information about Alcon.

We believe the separation provides tremendous opportunities for our businesses and our shareholders, as we work to continue building long-term shareholdervalue. We appreciate your continuing support of Novartis, and look forward to your future support of both companies.

Sincerely,

Vasant(Vas)Narasimhan,M.D.Chief Executive Officer Novartis AG

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March 21, 2019

Dear Alcon Shareholder:

It is my pleasure to welcome you as a shareholder of our company, Alcon Inc. We are the leading global eye care devices company with a substantialworldwide customer base and a suite of industry-leading products.

As an independent, publicly-traded company, we believe we can more effectively focus on our objectives and advance the strategic needs of our company. Inconnection with the distribution of our shares by Novartis, we intend to list our shares on the SIX Swiss Exchange and on the New York Stock Exchange under thesymbol "ALC".

We invite you to learn more about Alcon by reviewing the enclosed Form 20-F. We look forward to your continued support as a holder of Alcon shares.

Sincerely,

DavidEndicottChief Executive Officer Alcon Inc.

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TABLEOFCONTENTS

i

Introduction and Use of Certain Terms 1 Unaudited Pro Forma Combined Financial Statements 1 Market Information 2 Special Note About Forward-Looking Statements 3 Summary 5

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

31

Item 2. Offer Statistics and Expected Timetable 31 Item 3. Key Information 31 Item 4. Information on the Company 77 Item 4A. Unresolved Staff Comments 127 Item 5. Operating and Financial Review and Prospects 127 Item 6. Directors, Senior Management and Employees 172 Item 7. Major Shareholders and Related Party Transactions 188 Item 8. Financial Information 197 Item 9. The Offer and Listing 199 Item 10. Additional Information 200 Item 11. Quantitative and Qualitative Disclosures About Market Risk 212 Item 12. Description of Securities Other than Equity Securities 212

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

213

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 213 Item 15. Controls and Procedures 213 Item 16. [Reserved] 213 Item 16A. Audit Committee and Financial Expert 213 Item 16B. Code of Ethics 213 Item 16C. Principal Accountant Fees and Services 213 Item 16D. Exemptions from the Listing Standards for Audit Committees 213 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 213 Item 16F. Change in Registrant's Certifying Accountant 213 Item 16G. Corporate Governance 213 Item 16H. Mine Safety Disclosure 213

PART III

Item 17.

Financial Statements

214

Item 18. Financial Statements 214 Item 19. Exhibits 215

Index to Financial Statements

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INTRODUCTIONANDUSEOFCERTAINTERMS

Alcon Inc. publishes combined financial statements expressed in U.S. dollars. Our combined financial statements responsive to Item 18 of this Form 20-F areprepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). "Item5. Operating and Financial Review and Prospects", together with the sections on products in development and key development projects of our businesses (see"Item 4. Information on the Company—4.B. Business Overview"), constitute the Operating and Financial Review ("Lagebericht"), as defined by the Swiss Code ofObligations.

Unless the context requires otherwise, the words "we", "our", "us", "Alcon", "Company" and similar words or phrases in this Form 20-F refer to Alcon Inc.and its combined subsidiaries after giving effect to the separation and the words "Novartis" and "Novartis Group" refer to Novartis AG and its combined affiliates.In this Form 20-F, references to the "eye care market" or "eye care devices market" are to the eye care market in which we participate, including the sale ofophthalmic surgical devices, contact lenses and ocular health products, but not including the sale of spectacles and prescription ophthalmic pharmaceuticalproducts; references to our "surgical" business, market or products are to our ophthalmic surgical business, market or products, as the case may be; references to"U.S. dollars", "USD" or "$" are to the lawful currency of the United States of America, and references to "CHF" are to Swiss francs, the lawful currency ofSwitzerland; references to the "United States" or to the "U.S." are to the United States of America, references to the "European Union" or to the "EU" are to theEuropean Union and its 28 member states, and references to "Latin America" are to Central and South America, including the Caribbean, unless the contextotherwise requires; references to "associates" are to our employees; references to the "SEC" are to the U.S. Securities and Exchange Commission, references to the"FDA" are to the U.S. Food and Drug Administration, and references to "EMA" are to the European Medicines Agency, an agency of the EU; references to the"NYSE" are to the New York Stock Exchange; references to the "SIX" are to the SIX Swiss Exchange; references to "Alcon shares" or "our shares" are to Alconordinary shares, nominal value CHF 0.04 per share, references to "Novartis shares" are to Novartis ordinary shares, nominal value CHF 0.50 per share, andreferences to "ADR" or "ADRs" are to Novartis American Depositary Receipts.

All product names appearing in italicsare trademarks owned by or licensed to Alcon or its subsidiaries. Product names identified by a "®" or a "™" aretrademarks that are not owned by or licensed to Alcon or its subsidiaries and are the property of their respective owners.

UNAUDITEDPROFORMACOMBINEDFINANCIALSTATEMENTS

The unaudited pro forma combined financial statements included in this Form 20-F are based on the combined financial statements of the Novartis AG Alconbusiness after giving effect to the separation and the spin-off and applying the estimates, assumptions and adjustments described in the accompanying notes to theunaudited pro forma combined financial statements. The historical column in the unaudited pro forma combined income statement for the year ended December 31,2018 is derived from the combined income statement of the Novartis AG Alcon business for the year ended December 31, 2018 included in this Form 20-F. Thehistorical column in the unaudited pro forma combined balance sheet is derived from the combined balance sheet of the Novartis AG Alcon business as ofDecember 31, 2018 included in this Form 20-F. The unaudited pro forma combined financial statements have been prepared by Alcon management for illustrativepurposes and are not intended to represent the combined financial position or combined results of operations of Alcon in future periods or what the financialposition or the results of operations actually would have been had Alcon completed the proposed separation and spin-off during the specified periods or as of thespecified date.

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MARKETINFORMATION

This Form 20-F contains certain industry and market data that were obtained from third-party sources, such as industry surveys and industry publications,including, but not limited to, publications by Market Scope, GfK and Nielsen. This Form 20-F also contains other industry and market data, including market sizingestimates, growth and other projections and information regarding our competitive position, prepared by our management on the basis of such industry sources andour management's knowledge of and experience in the industry and markets in which we operate (including management's estimates and assumptions relating tosuch industry and markets based on that knowledge). Our management has developed its knowledge of such industry and markets through its experience andparticipation in these markets.

In addition, industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliablebut that the accuracy and completeness of such information is not guaranteed and that any projections they contain are based on a number of significantassumptions. Forecasts, projections and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to changebased on various factors, including those discussed in the section "Special Note About Forward-Looking Statements" below. You should not place undue relianceon these statements.

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SPECIALNOTEABOUTFORWARD-LOOKINGSTATEMENTS

This Form 20-F contains certain "forward-looking statements" that involve risks and uncertainties. Forward-looking statements can be identified by wordssuch as "potential", "expected", "will", "planned", "pipeline", "outlook", or similar terms, or by express or implied discussions regarding potential new products, orregarding potential future revenues from any such products; or regarding the potential outcome, or financial or other impact on Alcon or any of its businesses of theseparation and spin-off; or regarding potential future sales or earnings of Alcon or any of its businesses or potential shareholder returns; or by discussions ofstrategy, plans, expectations or intentions. You should not place undue reliance on these statements.

Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significantknown and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that any new products will be approved forsale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such products will achieve any particular revenuelevels. Nor can there be any guarantee that Alcon will be able to realize any of the potential strategic benefits or opportunities as a result of the separation and spin-off. Nor can there be any guarantee that shareholders will achieve any particular level of shareholder returns. Nor can there be any guarantee that Alcon, or any ofits businesses, will be commercially successful in the future, or achieve any particular credit rating or financial results. Nor can we guarantee the separation andspin-off will be successful.

In particular, our expectations could be affected by, among other things:

• uncertainties regarding the commercial success of our products and our ability to maintain our position in the markets in which we compete;

• our ability to keep pace with the advances in the highly competitive eye care devices market, including the impact of competitive market entries,new therapies and new business models that may disrupt traditional sales channels;

• the success of our research and development efforts;

• uncertainties regarding the success of our separation and spin-off from Novartis, including our ability to establish the infrastructure needed tooperate as a standalone company without significant management distraction or business disruption;

• pricing pressure from changes in third-party payor coverage and reimbursement methodologies and potential regulatory price controls;

• general political, economic and trade conditions, including uncertainties regarding the effects of ongoing instability in various parts of the world;

• consolidation among our distributors and retailers;

• uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation andinvestigations regarding sales and marketing practices, intellectual property disputes and government investigations generally;

• potential product recalls or voluntary market withdrawals in connection with adverse events, defects, potential health hazards or unanticipated use ofour products;

• regulatory actions or delays or government regulation generally;

• changes in tax laws;

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• the potential volatility in the price of our shares; and

• uncertainties regarding future sales or dispositions of our shares.

Some of these factors are discussed in more detail in this Form 20-F, including under "Item 3. Key Information—3.D. Risk Factors", "Item 4. Information onthe Company" and "Item 5. Operating and Financial Review and Prospects". Should one or more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from those described in this Form 20-F as anticipated, believed, estimated or expected. We providethe information in this Form 20-F as of the date of its filing. We do not intend, and do not assume any obligation, to update any information or forward-lookingstatements set out in this Form 20-F as a result of new information, future events or otherwise.

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SUMMARY

This summary highlights selected information from this Form 20-F and provides an overview of our company, our separation from Novartis AG("Novartis") and the distribution by Novartis of our shares to its shareholders. For a more complete understanding of our business and the spin-off (asdefined below), you should read this entire Form 20-F carefully, particularly the discussion under "Item 3. Key Information—3.D. Risk Factors" beginningon page 40 of this Form 20-F and our combined financial statements and the notes to those financial statements appearing elsewhere in this Form 20-F.

Prior to the distribution by Novartis of our shares to its shareholders, Novartis will complete a series of internal transactions, following which Alconwill hold, directly or through our subsidiaries, the businesses formerly constituting the Novartis eye care devices business, comprising its surgical and visioncare operations, which we collectively refer to as the "Alcon Business". We refer to this series of internal transactions, which is described in more detailunder "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us", as the"Internal Transactions".

The transaction in which we will be separated from Novartis is sometimes referred to in this Form 20-F as the "separation". The transaction in whichNovartis will distribute to its shareholders all of the Alcon shares held by Novartis is referred to in this Form 20-F as the "spin-off" or the "distribution".

Overview

Alcon is the largest eye care devices company in the world, with $7.1 billion in sales to third parties during the year ended December 31, 2018. Weresearch, develop, manufacture, distribute and sell a full suite of eye care products within two key businesses: surgical and vision care. Based on sales for theyear ended December 31, 2018, we are the number one company by global market share in the ophthalmic surgical market and the number two company byglobal market share in the vision care market. We employ over 20,000 employees from more than 90 nationalities, operating in over 74 countries and servingconsumers and patients in over 140 countries. We believe our market leading position and global footprint allow us to benefit from economies of scale,maximize the potential of our commercialized products and pipeline and will permit us to effectively grow the market and expand into new productcategories.

Our surgical business is focused on ophthalmic products for cataract surgery, vitreoretinal surgery, refractive laser surgery and glaucoma surgery. Ourbroad surgical portfolio includes implantables, consumables and surgical equipment required for these procedures and supports the end-to-end needs of theophthalmic surgeon. Our vision care business comprises daily disposable, reusable and color-enhancing contact lenses and a comprehensive portfolio ofocular health products, including products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. Alongside ourworld-class products, Alcon provides best-in-class service, training, education and technical support for our customers.

Our surgical and vision care businesses are complementary and benefit from synergies in research and development (R&D), manufacturing, distributionand consumer awareness and education. This allows us to position ourselves as a trusted partner for eye care products across the continuum of care fromretail consumer, to optometry, to surgical ophthalmology. For example, in R&D, we can apply our expertise in material and surface chemistry to developinnovative next-generation products for both our intraocular lens (IOL) and contact lens product lines. Similarly, our global commercial footprint andexpertise as a global organization provide us with product development, manufacturing, distribution and commercial promotion and marketing knowledgethat can be applied to both of our businesses.

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We are dedicated to providing innovative products that enhance quality of life by helping people see better. Our strong foundation is based on ourlongstanding success as a trusted brand, our legacy of industry firsts and advancements, our leading positions in the markets in which we compete and ourcontinued commitment to substantial investment in innovation. With over 70 years of history in the ophthalmic industry, we believe the Alcon brand name issynonymous with innovation, quality, service and leadership among eye care professionals worldwide.

OurMarkets

Overview

We currently operate in the global ophthalmic surgical and vision care markets, which are large, dynamic and growing. As the world population growsand ages, the need for quality eye care is expanding and evolving, and we estimate that the size of the eye care market in which we operate wasapproximately $23 billion for the year ended December 31, 2017 and is projected to grow at approximately 4% per year from 2018 to 2023.

Although it is estimated that 80% of all visual impairments are currently preventable, treatable or curable, we operate in markets that have substantialunmet medical and consumer needs. For example, based on market research, it is estimated that there are currently 20 million people globally that are blindfrom treatable cataracts, 1.7 billion who suffer from presbyopia, 153 million with uncorrected refractive errors, 93 million with diabetic retinopathy,67 million living with glaucoma and approximately 352 million affected by dry eye, among other unaddressed ocular health conditions. In addition, there areover 1 billion people living with some form of visual impairment, as well as 70% of the global population needing basic vision correction. Below is a briefdescription of these ocular disorders, as well as a diagram showing where in the eye the disorders occur and the placement of certain medical devices to treatocular disorders:

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Our surgical and vision care products are targeted at addressing many of these unmet medical and consumer needs. We expect the surgical and visioncare markets to continue to grow, driven by multiple factors and trends, including but not limited to:

• Aging population with growing eye care needs : A growing aging population continues to drive the increased prevalence of eye careconditions worldwide, as the number of persons aged 60 years or over is expected to more than double by 2050, rising from 962 millionglobally in 2017 to 2.1 billion in 2050.

• Innovation improving the quality of eye care : Technology innovation in eye care is driving an increased variety of products that moreeffectively treat eye conditions. Given the importance of vision correction and preservation, which can provide a high return on healthcarespend, the resulting better patient outcomes are leading to increased coverage and reimbursement opportunities from governmental andprivate third-party payers, expanding patient access to such eye care products.

• Increasing wealth and growth from emerging economies : It is estimated that between 2015 and 2030, the middle class population inemerging markets will grow by approximately 1.5 billion people, from 2.0 billion to 3.5 billion; this major demographic shift is generating alarge, new customer base with increased access to eye care products and services along with the resources to pay for them.

• Increasing prevalence of myopia, progressive myopia and digital eye strain : It is estimated that by 2050, half of the world's population(nearly five billion people) will be myopic. Further, the modern work environment, along with leisure preferences, have increased the numberof hours people spend in front of a screen, adversely impacting vision and increasing the risk of progressive myopia and digital eye strain.

TheSurgicalMarket

The surgical market in which we operate was estimated to be approximately $9 billion for the year ended December 31, 2017 and is projected to grow atapproximately 4% per year from 2018 to 2023. The surgical market includes sales of implantables, consumables, and surgical equipment, includingassociated technical, clinical and service support and training. Surgical implantables are medical devices designed to remain in the eye, such as monofocaland advanced technology intraocular lenses

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(AT-IOLs) placed in the eye during cataract surgery. Consumables include handheld instruments, surgical solutions, equipment cassettes, patient interfacesand other disposable items typically used during a single ophthalmic surgical procedure. Finally, surgical equipment includes multiuse surgical consoles,lasers and diagnostic instruments used across procedures to enable surgeons to visualize and conduct ophthalmic surgeries. The following diagram shows thesurgical market in which we participate:

2017 surgical market breakdown by relative allocation of market sales.

The major conditions of the eye for which surgical products and equipment are offered include cataracts, vitreoretinal disorders, refractive errors such asmyopia, hyperopia and astigmatism, glaucoma and corneal disease. For cataracts, surgical removal of the clouded lens followed by insertion of a transparentartificial replacement lens, called an intraocular lens, is the standard treatment. Vitreoretinal surgery, which allows a surgeon to operate directly on the retinaor on membranes or tissues that have covered the retina, is indicated for the treatment of various conditions such as diabetic retinopathy, trauma, tumors,complications of surgery on the front of the eye and pediatric disorders. Finally, for treatment of myopia, hyperopia and astigmatism, laser refractive surgerytargeting the cornea, such as LASIK, offers an alternative to eyeglasses or contact lenses.

The surgical market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023. Inparticular, growth drivers in the surgical market include:

• Global growth of cataract and vitreoretinal procedures, driven by an aging population;

• Increased access to care, for example, in emerging markets and other international markets where the cataract surgery rate is 3.2 proceduresper 1,000 people as compared to 12.7 in the U.S.;

• Higher uptake of premium patient-pay technologies, for example AT-IOL penetration is only 6% in international markets versus 14% in theU.S.;

• Increased adoption of advanced technologies, for example, improved diagnostic instruments, surgical options for glaucoma management, andthe growing use of phacoemulsification during cataract removal, which is utilized in less than 50% of cases in emerging markets versus over95% in the U.S.; and

• Eye disease as a comorbidity linked to the global prevalence of diabetes, which has nearly doubled from 4.7% in 1980 to 8.5% in 2014,combined with improving diagnostics capabilities and new product innovations, driving uptake of premium procedures.

TheVisionCareMarket

The vision care market in which we operate was estimated to be approximately $14 billion for the year ended December 31, 2017 and is projected togrow at approximately 4% per year from 2018 to 2023. The vision care market is comprised of products designed for ocular care and consumer use. Productsare largely categorized across two product lines: contact lenses and ocular health.

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Contact lenses are thin lenses placed directly on the surface of the eye that are commonly used to treat refractive errors such as myopia, hyperopia,astigmatism and presbyopia. The contact lens market was estimated to be approximately $8 billion for the year ended December 31, 2017, and the followingdiagram identifies the relative breakdown of contact lens sales in 2017 by modality and design:

2017 contact lens market breakdown by relative allocation of market sales.

Maintaining ocular health is also an essential part of people's daily lives. Ocular health products can address conditions such as dry eye, ensure effectivecontact lens care, supplement overall eye health, or provide temporary relief from allergies and related symptoms, such as red eye. The ocular health marketwas estimated to be approximately $6 billion for the year ended December 31, 2017, and the following diagram identifies the relative allocation of sales ofeach product category within the ocular health market:

2017 ocular health market breakdown by relative allocation of market sales.

The vision care market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023,driven mainly by:

• Continued modality shift to daily disposable lenses from reusable lenses and the resulting sales premium (an increase of 2 - 3x sales perpatient, after customary rebates and discounts) associated with daily disposable wearers as compared to users of reusable lenses;

• Advancements in specialty lenses combined with increasing demand for toric, multifocal and cosmetic lenses, which command anapproximately 15 - 30% pricing premium over spherical lenses, allowing patients to continue wearing contact lenses as they become olderand helping to expand the market;

• A significant population of approximately 194 million undiagnosed dry eye patients, with an additional 42 million self-diagnosed dry eyepatients using unsuitable products for treatment, and advances in diagnostics and ocular health treatments, facilitating the increase in patientawareness of dry eye;

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• Growing access and consumption of vision care products in emerging markets such as Asia, which had only 3% contact lens penetration in2017 as compared to 15% in the U.S.; and

• Increasing consumer access through the expansion of distribution models, including internet sales and other direct-to-consumer channels.

OurBusiness

Overview

With $7.1 billion in sales to third parties during the year ended December 31, 2018, we are the number one eye care devices company worldwide byrevenues. Our broad range of products represents one of the most complete portfolios in the ophthalmic device industry, and comprises high-quality andtechnologically advanced products across all major product categories in the surgical and vision care markets. Our surgical and vision care products are usedin treating multiple ocular health conditions and offer leading eye care solutions for patients throughout their lives.

Our leadership position across most of our product categories enhances our ability to extend our product offering through the launch of new andinnovative products, and to expand our geographic reach into ophthalmic markets worldwide. Our surgical business had approximately $4.0 billion in salesto third parties of implantables, consumables and equipment, as well as services and other surgical products, and our vision care business had approximately$3.1 billion in sales to third parties of our contact lens and ocular health products, during the year ended December 31, 2018. The United States accountedfor 41% of our sales and international markets accounted for 59% of our sales during the year ended December 31, 2018.

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We believe the Alcon brand name is synonymous with innovation, quality, service and leadership among eye care professionals worldwide. In each ofour markets, we rely on our strong relationships with eye care professionals and consumers to attract and retain customers and expand the market. Wecustomize our selling efforts to the medical practice needs of each customer, with the goal of surrounding eye care professionals with Alcon representativesthat can help address each aspect of a customer's needs. Our field force supplements the direct promotion of our products by providing customers with accessto clinical education programs, hands on training, data from clinical studies and technical service assistance.

We have 18 state-of-the-art manufacturing facilities that employ our proprietary technologies and know-how. We believe our global footprint,knowledge base in manufacturing, state-of-the-art facilities and capacity planning enable us to handle increased levels of product demand and productcomplexity. Furthermore, our global manufacturing and supply chain allows us to leverage economies of scale and reduce cost per unit as we ramp upproduction.

We have also made one of the largest commitments to research and development of any surgical and vision care company, with over 1,200 associatesworldwide researching and developing treatments for vision conditions and eye diseases, and have sought innovation from both internal and external sources.In 2018, we invested $587 million in research and development, representing 8.2% of our total 2018 revenues. In addition to our in-house R&D capabilities,we also consider external innovation opportunities and routinely screen for companies developing emerging technologies that we believe could enhance ourexisting product offerings or develop into innovative new products. As part of these efforts, our dedicated business development team has completed over 25business development and licensing (BD&L) transactions since 2016. We intend to continue to pursue acquisition, licensing and collaboration opportunitiesas part of our goal of remaining a market leader in innovation.

OurSurgicalBusiness

We hold the number one position in the global surgical market, offering implantable products, consumables and equipment for use in surgicalprocedures to address cataracts, vitreoretinal conditions, refractive errors and glaucoma. Our surgical business has the most complete line of ophthalmicsurgical devices in the industry, creating a "one-stop shop" for our customers that we consider to be a key differentiator for our business. For the year endedDecember 31, 2018, our surgical business had $4.0 billion in sales to third parties.

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Our surgical portfolio includes implantable devices, consumables and equipment, as well as services and other ancillary surgical products. We have themost extensive global installed base of surgical equipment in the industry, including the largest installed base of cataract phacoemulsification consoles andvitrectomy consoles. Our global installed equipment base drives pull-through sales of consumables specific to our equipment and helps cross-promote thesales of our implantable devices. Our key surgical equipment offerings include the Centurionvision system for phacoemulsification and cataract removal,our Constellationvision system for vitreoretinal surgery and our WaveLightrefractive lasers used in LASIK and other laser-based vision correctionprocedures, including topography-guided procedures marketed under the Contourabrand. The key brands in our implantables portfolio include our AcrySoffamily of IOLs, with offerings from monofocal IOLs for basic cataract surgery to AT-IOLs for the correction of presbyopia, such as our PanOptixbrand, andastigmatism at the time of cataract surgery. We have recently launched our UltraSertand ClareonAutonoMepre-loaded IOL delivery systems to reduce lenshandling and simplify the surgical procedure. Alongside our implantable business, we sell a broad line of consumable products that support ophthalmicsurgical procedures, such as viscoelastic products, surgical solutions, incisional instruments, such as our MIVSplatform, and dedicated consumables,including fluidics cassettes and patient interfaces, which work with Alcon equipment. The Alcon consumables portfolio also includes our CustomPaksurgical procedure pack, which can be custom built for the surgeon and which includes drapes, incisional instruments and all of the materials needed toperform a surgery.

Across our surgical portfolio, we sell a tiered offering of products intended to meet the specific needs of customers in markets around the world atdifferent price points. Newly launched offerings that bring considerable technology innovation to the market are typically introduced at a price premium tooffset the cost of research and development. As these products age and/or competitive products advance, prices typically trend downward, requiringcontinuous innovation cycles to maintain and/or grow our margins. We also develop specific products to match customer needs in different customersegments, for example, premium-tier and mid-tier surgical consoles that can be manufactured and sold at different price points in different markets.

OurVisionCareBusiness

Our vision care business consists of an extensive portfolio of contact lens and ocular health products, aimed at helping consumers see better. Ourproduct lines include daily disposable, reusable and color-enhancing contact lenses. We also offer a comprehensive portfolio of ocular health products,including over-the-counter products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. With $3.1 billion invision care sales to third parties for the year ended December 31, 2018, we are the number two company in the global vision care market. We aim to

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continue to innovate across our vision care portfolio to improve the lives of consumers and eye care professionals around the world.

We have a broad portfolio of daily disposable, reusable and color-enhancing contact lenses, including Dailiesand AirOptix, two of our key brands. OurDailiesproduct line includes DAILIESAquaComfortPLUSand DAILIESTOTAL1, the first and only water gradient contact lens in the market, which is alsooffered in a multifocal design to address the fast growing presbyopia market. DAILIESTOTAL1is designed to be a super-premium lens positioned tocompete at a premium price point in the contact lens market. Our AirOptixmonthly replacement product line features silicone hydrogel contact lenses inmonofocal, astigmatism-correcting, and multifocal options, as well as AirOptixColorsand AirOptixplusHydraGlydecontact lenses. Our key brands in ourocular health portfolio include the Systanefamily of artificial tear and related dry eye products, as well as the Opti-Freeand ClearCarelines of multi-purpose and hydrogen peroxide disinfecting solutions, respectively.

Sales of our contact lens and ocular health products are influenced by optometrist and other eye care professional recommendations, our marketing andconsumer education efforts and consumer preferences. In addition to price, contact lenses compete on functionality, design and comfort, while ocular healthproducts compete largely on product attributes, brand familiarity and professional recommendations. For our contact lens and ocular health products, wetypically compete in the premium price segments of the market and we use improvements in functionality, design and consumer convenience to maintain ourpricing position over time.

OurStrengths

We have a strong foundation based on robust industry expertise, leading brands and excellence in customer service, backed by more than 70 years ofhistory as a trusted brand. Our strengths include:

• Globalleaderinhighlyattractivemarketswithmostcompletebrandportfolio. With $7.1 billion in sales to third parties in the yearended December 31, 2018, we are the leader in an attractive eye care devices market, which is supported by favorable population megatrendsand is expected to grow at approximately 4% per year from 2018 to 2023. For the year ended December 31, 2018, our sales were closely splitbetween our businesses, with $4.0 billion in surgical and $3.1 billion in vision care, as well as geographically, with 41% of our sales in theUnited States and 59% in international markets. Our surgical business is the market leader in sales of ophthalmic equipment used in theoperating room and is supported by the largest installed base of equipment worldwide, which we use to cross-promote our surgicalconsumables and IOLs. In our vision care business, our extensive portfolio of contact lens and ocular health products

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includes well-recognized brands such as Dailies, Systaneand Opti-Free. We believe our global leadership position and extensive brandportfolio allow us to benefit and build on the robust fundamentals driving growth in our markets.

• Innovation-focusedwithmarketleadingdevelopmentcapabilitiesandinvestment. We have made one of the largest commitments toresearch and development in the eye care devices market, with proven R&D capabilities in the areas of optical design, material and surfacechemistry, automation and equipment platforms. Currently, we employ over 1,200 individuals dedicated to our research and developmentefforts, including physicians, doctors of optometry and PhDs. In addition, we actively seek opportunities to collaborate with third parties onadvanced technologies to support our eye care devices business. We believe our reputation for innovation and our global commercialfootprint makes us the partner of choice for developers of next-generation technologies, which has resulted in our completion of over 25BD&L transactions since 2016. These efforts have collectively led to more than 60% growth in the number of projects within our portfolio ofinternal and external innovation over the past three years, with more than 100 pipeline projects in process as of December 31, 2018, includingover 35 that have achieved positive proof of concept or are undergoing regulatory review.

• Globalscaleandreachsupportedbyhigh-qualitymanufacturingnetwork. We have an extensive global commercial footprint thatprovides us with the scale and reach to support future growth, maximize the potential of new launches, enter new geographies efficiently andto take advantage of the large, dynamic and growing surgical and vision care markets. Our commercial footprint, which includes operations inover 74 countries, reaches consumers and patients in over 140 countries and is supported by over 3,000 highly rated sales force employees, 18state-of-the-art manufacturing facilities employing our proprietary technologies and know-how, and our extensive global regulatorycapability. We manufacture approximately 90% of our products at our own facilities and have continued to invest in next-generationmanufacturing for our products, allowing us to leverage our existing scale to manufacture novel technologies on a flexible platform at a lowercost. Our extensive sales and distribution network, supported by our market leadership position and focus on innovation and customerexperience, enhances our ability to expand our geographic reach and extend our product offerings through the launch of new and innovativeproducts worldwide.

• Outstandingcustomerrelationshipsandatrustedreputationforcustomerservice,trainingandeducation.We believe that maintainingthe highest levels of service excellence in our customer experience is a critical success factor in our industry. As such, in our surgicalbusiness, we have substantially increased our investment in external training, medical education and technical service. As a result of ourefforts, we have achieved overall number one ratings in customer satisfaction, value, innovation, sales representatives and training andeducation in a third-party survey that we commissioned in 13 different markets, representing 80% of our surgical sales, in which surgicalcustomers were asked to rank Alcon and our key competitors in each of the specified categories without being aware the survey wascommissioned by Alcon. In our vision care business, we regularly meet with eye care practitioners to gain feedback and insights on ourproducts and consumers' needs. We also provide training support at our approximately 30 state-of-the-art interactive training centers aroundthe world, as well as through numerous digital and event-based training programs that we provide for practitioners, clinical support staff,students, residents, patients and consumers. In each of our businesses, we have built and maintained our relationships with key stakeholders toestablish our trusted reputation in the industry.

• Worldleadingexpertiseineyecareledbyafirst-classmanagementteam. Our expertise in eye care is driven by our more than 70-yearhistory in the industry and is supported by a high-quality workforce of more than 20,000 employees. We believe our institutional knowledgeprovides a

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competitive advantage because our employees' industry expertise, relationships with our customers and understanding of the development,manufacture and sale of our products helps us to better identify new customer needs, assess markets for entry and identify promisingtechnologies. In addition, we believe the diverse experience of our management team in running complex businesses allows them to addsignificant value to our company. In particular, we benefit from having a management team with an extensive background in the medicaldevice industry. Led by David J. Endicott, our Chief Executive Officer, our management team's deep knowledge of eye care has allowed us tobuild a more nimble medical device culture within Alcon and created excitement among our workforce for our mission.

OurStrategy

Our going-forward strategy builds on five key pillars in order to generate sustainable and profitable growth:

• Maximizethepotentialofournear-termportfoliobygrowingkeyproducts. In surgical, we plan to build on our leading position in theIOL market through the launch of new AT-IOLs, where premium pricing drives a disproportionate 30% of IOL market value whilerepresenting only 8% of global IOL units sold. In addition, we expect improved diagnostics and new optical designs will address historicalbarriers to AT-IOL adoption to further grow this patient-pay market. We will also continue to invest behind our presbyopia-correctingPanOptixand ReSTORIOL brands, and will continue to invest in our vitreoretinal equipment and consumables, where we also seemeaningful opportunities for near-term growth. In vision care, we intend to maintain and grow our leading position in most of our productcategories through increased eye care professional and consumer education, supported by continuous production innovation. For example, webelieve that the expanding presbyopia market represents a potential multibillion dollar opportunity for market participants. We intend tofurther grow our DAILIESTOTAL1family of products by increasing awareness among presbyopic patients to accelerate growth of multifocalsales and by capitalizing on the general market shift to daily disposables. We also aim to expand the dry eye product market by leveraging ourwell-recognized Systanefamily of eye drops and increasing investment in dry eye education and awareness, where we see a significant unmetneed and an opportunity for robust market growth.

• Accelerateinnovationanddeliverthenextwaveoftechnologies. We are committed to accelerating innovation by continuing to be one ofthe market leaders in investment in ophthalmic research and development. The R&D activities of our surgical business are focused onexpanding our AT-IOL portfolio to further improve surgical and refractive outcomes, including through the use of advanced optics, lightadjustable materials, accommodating lenses and modular platforms. We are also developing next-generation lasers, robotics and otherequipment for cataract, vitreoretinal and laser-refractive surgery, as well as improved visualization equipment. In our vision care business, ourfocus is on developing and launching new contact lens materials, coatings and designs to extend our product lines and improve patientcomfort, as well as on new products to expand our portfolio of presbyopia and ocular health products. Finally, we expect to continue tosupplement our internal innovation investments by identifying and executing on attractive acquisition, licensing and collaborationopportunities with leading academic institutions and early-stage companies.

• Captureopportunitiestoexpandmarketsandpursueadjacencies. We believe there is a significant opportunity for growth in marketsaround the world due to under-penetration of both premium surgical devices, such as AT-IOLs, and of our vision care portfolio. For example,AT-IOL penetration in international markets was approximately 6% in 2017, as compared to 14% in the U.S. Similarly, contact lenspenetration in international markets was approximately 3% in 2017, as compared to 15% in the U.S., demonstrating significant potential forfuture

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growth. We intend to facilitate this growth by continued investment in promotion and customer education across all of our markets. Inemerging markets in particular, we believe that the growing number of eye care professionals and dedicated eye hospitals, increased levels ofaffluence, improving technology access and better patient awareness will increase the adoption of our products. In addition, we believe wehave significant opportunities to expand into adjacent product categories in which Alcon has not significantly participated in the past, througha combination of internal development efforts and potential bolt-on mergers and acquisitions activity. These opportunities include office-based diagnostics, surgical visualization, solutions for myopia control and consumer driven ocular health products, where we expect our eyecare expertise and global commercial footprint will allow us to attract and retain new customers.

• Supportnewbusinessmodelstoexpandcustomerexperience. In surgical, we intend to continue to identify new business models thatbenefit healthcare providers and improve access to leading Alcon products and technologies. For example, we are pursuing value-basedbusiness models that reward improved patient outcomes, as well as models that contract the entire procedure versus individual products. Invision care, where e-commerce entries have created some disruption of traditional sales channels, we believe that digital technology canaddress pain points experienced in existing paths to purchase. We intend to continue investing and innovating in digital capabilities todevelop new business models in response to channel shifts and the increase in direct-to-consumer influence.

• Leverageinfrastructuretoimproveoperatingefficienciesandmarginprofileovertime. With the significant organizational andinfrastructure investments we have made over the last several years, we believe we have established a stable foundation that will allow us tocontinue to enhance the productivity of our commercial resources and meaningfully improve our core operating income margins over time.Further, we intend to improve the mix of our products, implement further supply chain efficiency initiatives and support new lower-costmanufacturing platforms to drive future operating profit and cash flows.

HistoryofCompany

Alcon was originally founded in 1945 by pharmacists Robert Alexander and William Conner, who opened a small pharmacy under the "Alcon" name inFort Worth, Texas. In 1947, Alcon Laboratories, Inc. was first incorporated and began manufacturing specialty pharmaceutical products to address ocularhealth needs. In the succeeding years, Alcon began operating internationally with the opening of an office in Canada and first formed its surgical division.

In 1977, Alcon was acquired by a subsidiary of Nestlé organized under the laws of Switzerland, and operated as a wholly owned subsidiary of Nestléuntil 2002. In 2001, the name of the entity was officially changed to Alcon, Inc. and, on March 20, 2002, Nestlé completed an initial public offering ofapproximately 25% of the outstanding common shares of Alcon, Inc. From March 20, 2002 until its merger into Novartis, Alcon was publicly listed andtraded on the New York Stock Exchange under the symbol "ACL".

On April 6, 2008, Nestlé and Novartis entered into an agreement pursuant to which Nestlé agreed to sell approximately 25% of the then outstandingAlcon shares to Novartis, with an option for Novartis to acquire Nestlé's remaining shares in Alcon beginning in 2010. This sale was consummated on July 7,2008. On January 3, 2010, Novartis announced it was exercising its option to purchase the remaining approximately 52% of the total outstanding Alconshares owned by Nestlé and submitted a merger proposal to acquire the approximately 23% of Alcon shares that were publicly traded. Upon consummationof the purchase from Nestlé on August 25, 2010, Novartis owned an approximate 77% interest in Alcon. On December 14, 2010, Novartis entered into adefinitive agreement to merge Alcon into Novartis in consideration for Novartis shares and a contingent value amount. On April 8, 2011, a

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Novartis Extraordinary General Meeting approved the merger with Alcon, creating the Alcon Division within Novartis (the "Alcon Division"), which at thetime became the fifth reported segment in the strategically diversified Novartis healthcare portfolio. In connection with the Novartis acquisition of Alcon,Novartis also merged its then-existing contact lens and contact lens care unit, CIBA Vision, and certain of its ophthalmic pharmaceutical products intoAlcon, making the Alcon Division the second-largest division of Novartis at the time of merger, and moved the generic ophthalmic pharmaceutical businessconducted by Alcon prior to the merger into the Sandoz Division of Novartis. In 2016, Novartis moved the management and reporting of Alcon ophthalmicpharmaceutical and over-the-counter ocular health products to its Innovative Medicines Division. Subsequently, effective January 1, 2018, Novartis returnedto Alcon the management and reporting of over-the-counter ophthalmic products and certain surgical diagnostic medications previously transferred fromAlcon in 2016.

In early 2017, Novartis announced a strategic review of its Alcon Business to explore all options for its future, ranging from retention or sale of thebusiness to the separation of the business via an initial public offering or spin-off transaction, in order to maximize value for its shareholders. Following thecompletion of such review in 2018, Novartis concluded that a spin-off transaction would be in the best interests of Novartis shareholders. Novartis conductedits strategic review during the course of 2017 and early 2018, with the key criteria for a final decision and timing being continued Alcon sales growth andmargin improvement, which needed to have been demonstrated for multiple quarters in the judgment of the Novartis Board of Directors (the "NovartisBoard") and management. On June 29, 2018, Novartis announced its intention to seek shareholder approval for the spin-off of its Alcon Business, followingthe complete legal and structural separation of Alcon into a standalone company.

SeparationfromNovartis

Since our acquisition by Novartis in 2011, we have operated as a division within Novartis. Before or substantially concurrently with the separation andthe spin-off, Novartis will transfer to us substantially all of the assets and liabilities of its eye care devices business, consisting of our surgical and vision carebusinesses. In addition, before or substantially concurrently with the spin-off, we and Novartis intend to enter into, or have entered into, a series ofagreements that will provide a framework for our ongoing relationship. For a description of these agreements, see "Item 7. Major Shareholders and RelatedParty Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us".

In connection with the separation and the spin-off, Alcon will apply to list its shares on the SIX and the NYSE and will register its shares with the SECunder applicable U.S. federal securities laws and, subject to the receipt of necessary authorizations, the completion of legal formalities and the satisfaction ofthe conditions precedent, Novartis will distribute to its shareholders all of the Alcon shares it holds immediately prior to the spin-off, in proportion to theirshare ownership in Novartis based on a ratio of 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs.

ReasonsfortheSeparationandSpin-off

On June 29, 2018, Novartis announced that its strategic review of the Alcon Business had concluded that the separation of the Alcon Business from theremainder of its businesses would be in the best interests of Novartis and its shareholders and that the Novartis Board intended to seek shareholder approvalfor the spin-off. At the Novartis Annual General Meeting of shareholders held in Basel, Switzerland on February 28, 2019 (the "Novartis AGM"), theNovartis Board obtained the approval of the Novartis shareholders to consummate the spin-off on the terms described in this Form 20-F. We and Novartisbelieve that the separation and the spin-off will provide a number of benefits to our business, to the business of Novartis and to Novartis shareholders. Awide variety of

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factors were considered by Novartis and the Novartis Board in their evaluation of the proposed separation and the spin-off, including the following potentialbenefits:

• enhanced strategic and management focus;

• creation of a more nimble medical device company with ability to quickly focus on innovating products to meet the needs of the market;

• distinct investment identity;

• more efficient allocation of capital;

• direct access to capital markets; and

• alignment of incentives with performance objectives.

Novartis and the Novartis Board also considered a number of potentially negative factors in their evaluation of the potential separation and spin-off,including the following:

• disruptions to the business as a result of the separation;

• increased significance of certain costs and liabilities and impact of certain stranded costs;

• one-time costs of the separation and spin-off;

• inability to realize anticipated benefits of the separation and spin-off; and

• covenants and obligations of Alcon pursuant to the Separation and Distribution Agreement, the Tax Matters Agreement and other agreementsentered into in connection with the separation.

We describe the factors considered by Novartis and the Novartis Board in greater detail under "Item 4. Information on the Company—4.A. History andDevelopment of the Company—The Spin-off—Reasons for the Spin-off". In addition, the completion of the spin-off remains subject to the satisfaction, orwaiver by the Novartis Board, of a number of conditions. See "Item 4. Information on the Company—4.A. History and Development of the Company—TheSpin-off—Conditions to the Spin-off" for additional detail.

RisksAssociatedwithOurBusinessandtheSeparation

Our business is subject to numerous risks, including:

• uncertainties regarding the commercial success of our products and our ability to maintain our position in the markets in which we compete;

• our ability to keep pace with the advances in the highly competitive eye care devices market, including the impact of competitive marketentries, new therapies and new business models that may disrupt traditional sales channels;

• the success of our research and development efforts;

• uncertainties regarding the success of our separation and spin-off from Novartis, including our ability to establish the infrastructure needed tooperate as a standalone company without significant management distraction or business disruption;

• pricing pressure from changes in third-party payor coverage and reimbursement methodologies and potential regulatory price controls;

• general political, economic and trade conditions, including uncertainties regarding the effects of ongoing instability in various parts of theworld;

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• consolidation among our distributors and retailers;

• uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigationand investigations regarding sales and marketing practices, intellectual property disputes and government investigations generally;

• potential product recalls or voluntary market withdrawals in connection with adverse events, defects, potential health hazards or unanticipateduse of our products;

• regulatory actions or delays or government regulation generally;


• the potential volatility in the price of our shares;

• uncertainties regarding future sales or dispositions of our shares;

• other developments affecting us, our industry or our competitors; and

• the other factors described in the "Risk Factors" section of this Form 20-F.

Neither Alcon nor Novartis can assure you that, following the separation and spin-off, any of the benefits described in this Form 20-F will be realized tothe extent or at the time anticipated or at all. For additional information, please read carefully the risks described under "Item 3. Key Information—3.D. RiskFactors" beginning on page 40 of this Form 20-F.

CorporateInformation

Alcon is a stock corporation ( Aktiengesellschaft) organized under the laws of Switzerland in accordance with article 620 et seq. of the Swiss Code ofObligations ("Swiss CO") and registered with the commercial register of the Canton of Fribourg, Switzerland (the "Swiss Register"), under registrationnumber CHE-234.781.164. Alcon is registered in the Swiss Register under each of Alcon AG, Alcon SA and Alcon Inc., all of which are stated in ourArticles of Incorporation ("Articles") as our corporate name. Alcon was formed by Novartis in connection with our separation from Novartis, for anunlimited duration, effective as of the date of the registration of Alcon in the Swiss Register on September 21, 2018.

Alcon is domiciled in Fribourg, Switzerland and our registered office is currently located at Rue Louis-d'Affry 6, 1701 Fribourg, Switzerland. Ourheadquarters is currently located in Geneva, Switzerland at the following address: Chemin de Blandonnet 8, 1214 Vernier, Geneva, Switzerland. Ourtelephone number is +41 58 911 2110. Our principal website is www.alcon.com. The information contained on our website is not a part of this Form 20-F.

ImplicationsofBeingaForeignPrivateIssuer

Upon consummation of the spin-off, we will report under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a non-U.S.company with foreign private issuer, or FPI, status. As long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certainprovisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under theExchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability forinsiders who profit from trades made in a short period of time; and

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• the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial andother specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

SummaryHistoricalandProFormaCombinedFinancialInformation

The following tables set forth summary financial information for the periods and dates indicated below and should be read together with our combinedfinancial statements and related notes, our unaudited pro forma combined financial statements and related notes, "Item 3. Key Information—3.B.Capitalization and Indebtedness" and "Item 5. Operating and Financial Review and Prospects" appearing elsewhere in this Form 20-F. We derived thesummary historical income statement data for the years ended December 31, 2018, 2017 and 2016 and the summary historical balance sheet data as ofDecember 31, 2018 and 2017 from our combined financial statements and related notes appearing elsewhere in this Form 20-F. We derived the summaryhistorical balance sheet data as of December 31, 2016 from our audited combined financial statements and related notes not included in this Form 20-F, andprepared on a basis consistent with the audited combined financial statements included in this Form 20-F.

The summary unaudited pro forma combined financial data have been prepared to reflect adjustments to our historical financial results in connectionwith the separation and the spin-off, including the expected incurrence of $3.5 billion in total indebtedness. We derived the summary unaudited pro formacombined income statement data for the year ended December 31, 2018 and the summary unaudited pro forma combined balance sheet data as of December31, 2018 from our unaudited pro forma combined financial statements that appear elsewhere in this Form 20-F. The unaudited pro forma combined incomestatement data give effect to the separation and the spin-off as if these transactions had occurred at the beginning of our most recently completed fiscal year.The unaudited pro forma combined balance sheet data give effect to the separation and the spin-off as if these transactions had occurred as of our latest fiscalyear-end balance sheet date. The assumptions used, and pro forma adjustments derived from such assumptions, are based on currently available informationand we believe such assumptions are reasonable under the circumstances. See our unaudited pro forma combined financial statements and related notesappearing elsewhere in this Form 20-F.

The summary unaudited pro forma combined financial data will not necessarily be indicative of our results of operations or financial condition had thespin-off and our anticipated post-separation capital structure been completed and implemented on the dates assumed. In addition, the summary financial datais not intended to replace our combined financial statements and related notes. Our historical results could differ from those that would have resulted if weoperated autonomously or as an entity independent of Novartis in the periods for which historical financial data is presented below, and such results are notnecessarily indicative of results that may be expected in the future.

For additional details regarding the preparation of our combined financial statements and unaudited pro forma combined financial statements, please see"Item 5. Operating and Financial Review and Prospects—5.A. Operating Results—Basis of Preparation", "Note 2. Basis of Preparation" to our combinedfinancial statements and the notes to our unaudited pro forma combined financial statements appearing elsewhere in this Form 20-F.

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We prepare our combined financial statements in accordance with IFRS, as issued by the IASB.

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YearEndedDecember31,

($millionsunlessindicatedotherwise) ProForma

2018 2018 2017 2016 IncomeStatementData: Netsalestothirdparties 7,149 7,149 6,785 6,589 Operating(loss)/income (248) (248) (77) 10 Interest expense (126) (24) (27) (31)Other financial income and expense (37) (28) (23) (92)Lossbeforetaxes (411) (300) (127) (113)Taxes 96 73 383 (57)Net(loss)/income (315) (227) 256 (170)

Basic earnings per share ($) (1) (0.64) N/A N/A N/A Diluted earnings per share ($) (1) (0.64) N/A N/A N/A

(1) The weighted average number of shares outstanding used in calculating basic earnings per share and diluted earnings per share is488,700,000. For additional information regarding the calculation of our basic and diluted shares outstanding, see our unaudited proforma combined financial statements and related notes appearing elsewhere in this Form 20-F.

AtDecember31,

($millions) ProForma

2018 2018 2017 2016 BalanceSheetData: Cash and cash equivalents 500 227 172 162 Total assets 27,301 27,062 27,388 27,740 Total debt (1) 3,566 136 149 249 Invested capital / Equity 19,515 22,639 23,029 23,012

(1) Total debt is calculated based on the sum of our total current financial debt and total non-current financial debt. For additionalinformation on total debt as of December 31, 2018 and 2017, see our combined financial statements and related notes appearingelsewhere in this Form 20-F. For additional information on the total debt as of December 31, 2016, see our audited combinedfinancial statements and related notes not included in this Form 20-F. The pro forma total debt as of December 31, 2018 reflects theexpected incurrence of $3.5 billion in total indebtedness prior to the spin-off. For additional information, see our unaudited pro formacombined financial statements and related notes appearing elsewhere in this Form 20-F.

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The following table sets forth certain other income statement data, including net sales by segment and certain margin data.

The following tables set forth certain non-IFRS financial measures, including core financial data and net (debt)/liquidity data, which have not beenprepared in accordance with IFRS, and should be read together with our combined financial statements and related notes, our unaudited pro forma combinedfinancial statements and related notes, and "Item 5. Operating and Financial Review and Prospects" appearing elsewhere in this Form 20-F. These non-IFRSfinancial measures should be viewed in addition to, and not as a substitute for, our reported results prepared in accordance with IFRS. For definitions andreconciliations of the non-IFRS financial measures presented below to the most comparable financial measures in accordance with IFRS, please refer to"Item 5. Operating and Financial Review and Prospects—5.A. Operating results—Non-IFRS Measures as Defined by the Company".

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2018 2018 2017 2016 OtherIncomeStatementData: Netsalesbysegment Surgical 3,999 3,999 3,733 3,606 Vision Care 3,150 3,150 3,052 2,983 Grossprofit 3,192 3,192 3,204 3,111 Margindata Gross profit margin (%) 44.6 44.6 47.2 47.2 Operating income margin (%) (3.5) (3.5) (1.1) 0.2



2018 2018 2017 2016 Corefinancialdata: Coregrossprofit 4,541 4,541 4,211 4,123 Core gross profit margin (%) 63.5 63.5 62.1 62.6 Coreoperatingincome 1,212 1,212 1,086 1,128 Core operating income margin (%) 17.0 17.0 16.0 17.1 Corenetincome 886 974 908 922 Basic core earnings per share ($) (1) 1.81 N/A N/A N/A Diluted core earnings per share ($) (1) 1.81 N/A N/A N/A

(1) The weighted average number of shares outstanding used in calculating basic core earnings per share and diluted core earnings pershare is 488,700,000. For additional information regarding the calculation of our basic and diluted shares outstanding, see ourunaudited pro forma combined financial statements and related notes appearing elsewhere in this Form 20-F.

AtDecember31,

($millions) ProForma

2018 2018 2017 2016

Net(debt)/liquidity(1) (2,977) 180 107 (8)

(1) Excludes financial lease liabilities and other financial liabilities/receivables to/from Novartis Group.

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TheSpin-off

Overview

On June 29, 2018, Novartis announced its intention to seek shareholder approval for the spin-off of its Alcon Business following the complete legal andstructural separation of Alcon, which is currently a wholly owned subsidiary of Novartis that was formed to hold the Novartis eye care devices business. Theseparation of Alcon from Novartis and the distribution of the Alcon shares described in this Form 20-F are intended to provide Novartis shareholders withequity investments in two separate, independent public companies that will be able to focus on each of their respective businesses. Novartis and Alcon expectthat the separation and spin-off will result in enhanced long-term performance of each business for the reasons discussed in "Item 4. Information on theCompany—4.A. History and Development of the Company—The Spin-off—Reasons for the Spin-off".

To enable the separation, prior to the spin-off, Novartis will complete a series of internal transactions described under "Item 7. Major Shareholders andRelated Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us" or the "Internal Transactions". Novartis willsubsequently distribute all of the Alcon shares held by Novartis immediately prior to the spin-off to Novartis shareholders in the spin-off and Alcon, holdingthe Alcon Business, will become an independent, publicly traded company.

Prior to completion of the spin-off, Alcon intends to enter into a Separation and Distribution Agreement and several other agreements with Novartisrelated to the separation and the spin-off. These agreements will govern the relationship between Novartis and Alcon up to and after completion of the spin-off and allocate between Novartis and Alcon various assets, liabilities and obligations, including employee benefits, intellectual property and tax-relatedassets and liabilities. See "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions" for more detail.

Completion of the spin-off is subject to the satisfaction, or waiver by the Novartis Board, of a number of conditions. See "Item 4. Information on theCompany—4.A. History and Development of the Company—The Spin-off" for more detail.

QuestionsandAnswersabouttheSpin-off

The following provides only a summary of and certain questions relating to the terms of the spin-off. You should read the section entitled "Item 4.Information on the Company—4.A. History and Development of the Company—The Spin-off" below in this Form 20-F for a more detailed description ofthe matters identified below.

Q: Why am I receiving this document?

A: Novartis has made this document available to you because you are a holder of Novartis shares or ADRs. If you hold or have acquired and donot sell or otherwise dispose of your Novartis shares or ADRs prior to the close of business on April 8, 2019, you will be entitled to receive 1Alcon share for each of your 5 Novartis shares or 5 Novartis ADRs. An application will be made to list the Alcon shares on the SIX and theNYSE. This document will help you understand how the separation and distribution will affect your investment in Novartis and yourinvestment in Alcon after the spin-off.

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Q: How will the spin-off of Alcon from Novartis work?

A: To accomplish the spin-off, Novartis will distribute all of the Alcon shares held by Novartis to holders of Novartis shares and ADRs on a prorata basis. You will not receive fractional Alcon shares and will instead receive cash upon the sale of the aggregated fractional shares in lieuof any fractional shares. For more information, see "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares". Following the spin-off, Alcon will be an independent, publicly traded company, and Novartiswill not retain any ownership interest in Alcon. See also "Item 7. Major Shareholders and Related Party Transactions—7.A. MajorShareholders".

Q: Why is the separation of Alcon structured as a spin-off?

A: Novartis believes that a tax-neutral distribution for Swiss withholding and income tax and U.S. federal income tax purposes of all Alconshares held by Novartis to the Novartis shareholders is an efficient way to separate its eye care devices business in a manner that will createlong-term value for Novartis, Alcon and their respective shareholders.

Q: When will Alcon shares begin to trade on a standalone basis?

A: Alcon will become a standalone public company, independent of Novartis, on April 9, 2019, and Alcon shares will commence trading on astandalone basis on the SIX and the NYSE at market open on April 9, 2019 (9:00 AM Central European Time on the SIX and 9:30 AMEastern Standard Time on the NYSE). Alcon shares will be able to be traded and transferred across applicable borders without the need forconversion, with identical shares to be traded on the SIX in CHF and on the NYSE in USD. See also "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Listing and Trading of our Shares".

Q: What will be the ticker symbol of the Alcon shares that Novartis shareholders will receive in the spin-off?

A: Alcon shares will trade on the SIX and the NYSE under the ticker symbol "ALC".

Q: When will Novartis shares and ADRs cease to trade including the right to receive Alcon shares?

A: The last day of trading of Novartis shares and ADRs including the right to receive Alcon shares on the SIX and the NYSE, respectively, willbe April 8, 2019. This means that any Novartis shares or ADRs that you hold or acquire and do not sell or otherwise dispose of prior to theclose of business on April 8, 2019 will include the right to receive Alcon shares.

Q: If I sell my Novartis shares or ADRs on or before April 8, 2019, will I still be entitled to receive Alcon shares in the spin-off?

A: If you sell your Novartis shares or ADRs before the close of business on April 8, 2019, you will not be entitled to receive Alcon shares in thedistribution. If you hold or have acquired and do not sell or otherwise dispose of your Novartis shares or ADRs prior to the close of businesson April 8, 2019 and decide to sell them after such time, you will still be entitled to receive Alcon shares in the distribution. You shoulddiscuss these options with your bank, broker or other nominee.

See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How You WillReceive Alcon Shares" for more information.

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Q: When will Novartis shares and ADRs commence trading excluding the right to receive Alcon shares?

A: Novartis shares and ADRs will commence trading on a standalone basis without the right to receive Alcon shares on the SIX and the NYSE,respectively, on April 9, 2019. This means if you purchase a Novartis share or ADR on or after April 9, 2019, the Novartis share or ADR willreflect an ownership interest solely in Novartis and will not include the right to receive any Alcon shares in the spin-off.

Q: What do I have to do to participate in the spin-off?

A: HoldersofNovartissharesorADRsheldinbook-entryformwithabankorbrokerandholdersofregisteredNovartisADRs. If you hold orhave acquired and do not sell or otherwise dispose of your Novartis shares or ADRs prior to the close of business on April 8, 2019, you willnot be required to take any action, pay any cash, deliver any other consideration, or surrender any existing Novartis shares or ADRs in orderto receive Alcon shares in the spin-off, but we urge you to read this Form 20-F carefully.

HoldersofNovartisphysicalsharecertificates(Heimverwahrer). Following the Novartis AGM, all registered Novartis shareholdersholding physical share certificates who have previously provided a valid mailing address to Novartis will have received a notice withinstructions on how to receive Alcon shares in the spin-off. If you have not received such a notice from Novartis by March 4, 2019, pleasecontact the Novartis Share Registry by telephone at +41 61 324 7204 or by email at [email protected]. For more information, see"Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will ReceiveAlcon Shares", as well as "—Where can I get more information?" below.

The spin-off will not affect the number of outstanding Novartis shares or ADRs or any rights of Novartis shareholders, although it will affectthe market value of each outstanding Novartis share and ADR. See "—Will the spin-off affect the trading price of my Novartis shares orADRs?" below.

At the Novartis AGM held in Basel, Switzerland on February 28, 2019, the Novartis Board obtained the approval of the Novartis shareholdersto consummate the spin-off on the terms described in this Form 20-F.

Q: Will there be any "when-issued" trading of Alcon shares or any "ex-distribution" trading of Novartis shares or ADRs before April 9, 2019?

A: There will not be any trading of Alcon shares on a "when-issued" basis or any "ex-distribution" trading of Novartis shares or ADRs beforeApril 9, 2019. This means that Alcon shares will not trade separately from Novartis shares or ADRs prior to April 9, 2019 and any Novartisshare or ADR purchased or sold up to the close of business on April 8, 2019 will include the right to receive Alcon shares in the spin-off.

Q: How does the spin-off impact conversion of Novartis ADRs into ordinary shares?

A: March 29, 2019 is the last date on which Novartis ADR holders can convert their ADRs into Novartis shares before completion of the spin-off and vice versa. March 29, 2019 is also the last date for Novartis ADR holders to directly register or de-register their Novartis ADRs withthe Novartis ADR depositary, J.P. Morgan, before the completion of the spin-off. From and after April 11, 2019, holders of Novartis ADRswill again be able to convert their Novartis ADRs into Novartis shares and directly register or de-register their Novartis ADRs with J.P.Morgan. See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How YouWill Receive Alcon Shares".

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Q: How many Alcon shares will I receive in the spin-off?

A: Novartis will distribute to you 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs that you hold or have acquired and do not sell orotherwise dispose of prior to the close of business on April 8, 2019. For additional information on the distribution, see "Item 4. Informationand Development of the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will ReceiveAlcon Shares".

Q: How many Alcon shares are expected to be outstanding immediately following the spin-off?

A: Based on approximately 2,433,000,000 issued shares of Novartis (excluding treasury shares held by Novartis and its subsidiaries) as ofDecember 31, 2018, an estimated number of Novartis shares delivered under equity participation plans and share buybacks betweenDecember 31, 2018 and the completion of the spin-off, and the application of the distribution ratio, Alcon expects to have approximately488,700,000 shares of Alcon outstanding immediately following the spin-off. The actual number of Alcon shares that Novartis will distributein the spin-off will depend on the total number of issued Novartis shares (excluding treasury shares held by Novartis and its subsidiaries) asof the close of business on April 8, 2019. The Alcon shares that Novartis distributes will constitute all of the Alcon shares held by Novartisimmediately prior to the spin-off. For additional information on the expected share capital of Alcon following the spin-off, including thetreasury shares expected to be held by Alcon at the time of the spin-off, see "Item 10. Additional Information—10.A. Share Capital".

Q: How will fractional shares be treated in the spin-off?

A: Novartis will not distribute any fractional Alcon shares in connection with the spin-off. Instead, except as otherwise described in "Item 4.Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares", UBS, as theSwiss settlement agent, will aggregate all fractional shares that Novartis shareholders would otherwise have been entitled to receive and thathave been notified to UBS by any of Computershare Trust Company, N.A., the U.S. distribution agent, the Novartis Share Registry or therelevant deposit banks through SIX SIS AG ("SIX SIS") into whole shares and sell the whole shares in the open market at prevailing marketprices. The aggregate net cash proceeds of the sales will be distributed pro rata to the relevant holders that would otherwise have been entitledto receive the fractional shares (based on the fractional share each such holder would otherwise be entitled to receive) on or around April 23,2019. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractionalshares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient shareholders for U.S. federal income taxpurposes and will, in certain circumstances, be taxable to the recipient shareholders for Swiss income tax purposes, as described in greaterdetail in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Material U.S. FederalIncome Tax Consequences of the Spin-off" and "—Swiss Tax Consequences of the Spin-off". See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares" for more detail.

Q: What will happen to the listing of Novartis shares and ADRs?

A: After the spin-off, Novartis shares will continue to trade on the SIX under the symbol "NOVN" and Novartis ADRs will continue to trade onthe NYSE under the symbol "NVS".

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Q: Will the number of Novartis shares or ADRs I own change as a result of the spin-off?

A: No, the number of Novartis shares or ADRs you own will not change as a result of the spin-off.

Q: Will the spin-off affect the trading price of my Novartis shares or ADRs?

A: Yes. As a result of the spin-off, Novartis expects the trading prices of Novartis shares and ADRs at market open on April 9, 2019 to be lowerthan the trading prices at market close on April 8, 2019, because the trading prices will no longer reflect the value of the Alcon Business.There can be no assurance that the aggregate market value of the Novartis shares or ADRs and the Alcon shares following the spin-off will behigher than, equal to or lower than the market value of Novartis shares or ADRs if the spin-off did not occur. This means, for example, thatthe combined trading prices of one Novartis share or ADR and one-fifth of an Alcon share after market open on April 9, 2019 (representingthe number of Alcon shares to be received per every one Novartis share or ADR in the distribution) may be equal to, greater than or less thanthe trading price of one Novartis share or ADR before April 9, 2019. In addition, following the close of business on April 8, 2019 but beforethe commencement of trading on April 9, 2019, your Novartis shares and ADRs will reflect an ownership interest solely in Novartis and willnot include the right to receive any Alcon shares in the spin-off, but may not yet accurately reflect the value of such Novartis shares or ADRsexcluding the Alcon Business.

Q: What is the expected date of completion of the spin-off?

A: It is expected that the Alcon shares that eligible holders of Novartis shares or ADRs are entitled to receive in the spin-off will begin tradingseparately from Novartis shares and ADRs on April 9, 2019. This is the date that Alcon will become a standalone public company,independent of Novartis. However, the completion and timing of the separation and spin-off are dependent upon a number of conditions andno assurance can be provided as to the timing of the separation or the spin-off or that all conditions to the spin-off will be met.

Q: What are the conditions to the spin-off?

A: We expect that the separation and the spin-off will be effective on April 9, 2019, provided that the following conditions shall have beensatisfied or waived by Novartis:

• the Alcon shares to be distributed having been accepted for listing on the SIX and the NYSE as from April 9, 2019 (subject totechnical deliverables only);

• the SEC declaring this Form 20-F effective under the Exchange Act, and no stop order suspending the effectiveness of this Form 20-Fbeing in effect and no proceedings for that purpose being pending before or threatened by the SEC;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibitionpreventing consummation of the spin-off being in effect, and no other event outside the control of Novartis having occurred or failedto occur that prevents the consummation of the spin-off (including, but not limited to, Novartis not being able to complete the InternalTransactions due to elements outside of its reasonable control); and

• no other events or developments having occurred prior to April 9, 2019 that, in the judgment of the Novartis Board, would result inthe spin-off having a material adverse effect (including, but not limited to, material adverse tax consequences or risks) on Novartis orits shareholders.

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Novartis does not currently expect to waive any of the conditions to the spin-off. Novartis and Alcon cannot assure you that any or all of theconditions to the spin-off will be met. See also "—Can Novartis decide to cancel the spin-off of Alcon shares even if all the conditions aremet?" below and "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to theSpin-off".

Q: Can Novartis decide to cancel the spin-off of Alcon shares after AGM approval, even if all the conditions are met?

A: No. The separation is subject to the satisfaction or waiver of certain conditions. If all of such conditions have been satisfied or waived in atimely manner, Novartis does not have the right to subsequently terminate the planned distribution. In addition, as the shareholders ofNovartis have authorized the Novartis Board to consummate the spin-off at the Novartis AGM held in Basel, Switzerland on February 28,2019, Novartis will be required to take such reasonable actions as are within its control to satisfy the conditions to the spin-off. See also"Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off".

Q: What if I want to sell my Novartis shares or ADRs or my Alcon shares?

A: You should consult with your custodian bank or broker or other financial advisors and/or your tax advisors.

Q: What are the Swiss tax and U.S. federal income tax consequences to me of the spin-off?

A: The spin-off should qualify as a tax-neutral transaction for Swiss tax purposes and for nonrecognition of gain and loss under Section 355 ofthe Code for U.S. federal income tax purposes. Accordingly, except with respect to the receipt of cash in lieu of fractional shares or cash dueto holders of physical shares certificates ( Heimverwahrer) in certain circumstances, no gain or loss should be recognized by, or be includiblein the income of, a Swiss Holder or a U.S. Holder (each as defined below) as a result of the spin-off. Additionally, no Swiss withholding taxshould apply on the distribution of Alcon shares in the spin-off. For Swiss tax and U.S. federal income tax purposes, the aggregate tax basisof your Novartis shares (including shares held in the form of ADRs) and the Alcon shares you receive in the spin-off should be the same asthe aggregate tax basis of the Novartis shares you held immediately before the spin-off, and for U.S. federal income tax purposes theaggregate tax basis will be allocated between your Novartis shares and the Alcon shares you receive in the spin-off in proportion to therelative fair market value of each on April 9, 2019.

See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off——Material Swiss TaxConsequences of the Spin-off" and "—Material U.S. Federal Income Tax Consequences of the Spin-off" for more information regarding thematerial tax consequences to Swiss Holders and U.S. Holders of the spin-off (including the respective definitions of "Swiss Holder" and"U.S. Holder").

Q: Who will manage Alcon after the spin-off?

A: Alcon benefits from having in place a management team with an extensive background in the medical device industry and the Alcon surgicaland vision care businesses. Led by David J. Endicott, the Chief Executive Officer of Alcon, the Alcon management team possesses deepknowledge of, and extensive experience in, its industry. For more information regarding the Alcon management team and leadershipstructure, see "Item 6. Directors, Senior Management and Employees—6.A. Directors and Senior Management—Senior Management".

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Q: How can I exercise my voting rights in Alcon after the spin-off?

A: After the spin-off, each Alcon share will be entitled to one vote at any General Meeting of Alcon shareholders. However, voting rights mayonly be exercised for shares registered on the Alcon share register on the record date for the relevant General Meeting. See "Item 10—Additional Information—10.B. Memorandum and Articles of Association—Shareholder Rights". Alcon shareholders that hold their shares asbook-entry shares via the SIX SIS or through the facilities of the DTC should contact their custodian, bank, broker or other nominee for moreinformation on how to register and vote their Alcon shares following the spin-off. Novartis shareholders registered on the Novartis shareregister will not automatically be registered on Alcon's share register, but to facilitate prompt registration following the spin-off, Alcon willreceive data from the Novartis share register. In case you do not want Alcon to receive your data from the Novartis share register, pleasecontact the Novartis Share Registry during regular Swiss business hours by telephone at +41 61 324 7204 or by email [email protected].

Q: Does Alcon intend to pay cash dividends?

A: Alcon currently expects that it will pay a regular cash dividend beginning in 2020 equivalent to approximately 10% of 2019 core net income.However, while the Alcon Board of Directors (the "Alcon Board") may, in its discretion, recommend the payment of a dividend in respect ofeach fiscal year, the declaration, timing, and amount of any dividends to be paid by Alcon following the spin-off will be subject to theapproval of the Alcon shareholders at a General Meeting of shareholders. The determination of the Alcon Board as to whether to recommenda dividend and the approval of any such proposed dividend by the Alcon shareholders will depend upon many factors, including Alconfinancial condition, earnings, corporate strategy, capital requirements of its operating subsidiaries, covenants, legal requirements and otherfactors deemed relevant by the Alcon Board and shareholders. See "Item 8. Financial Information—8.A. Combined Statements and OtherFinancial Information—Dividend Policy" for more information.

Q: Will Alcon incur any debt prior to or at the time of the spin-off?

A: In connection with the separation and spin-off and prior to the spin-off, Alcon intends to pay to Novartis approximately $3.0 billion in cash,including payment in satisfaction of certain intercompany indebtedness owed by Alcon and its subsidiaries to Novartis and its affiliates.Alcon expects to fund such cash payment with the proceeds from $3.5 billion in total debt financing that Alcon anticipates arranging prior tothe spin-off. See "Item 3. Key Information—3.B. Capitalization and Indebtedness" and "Item 4. Information on the Company—4.A. Historyand Development of the Company—The Spin-off—Conditions to the Spin-off" for more information.

Q: What will the Alcon relationship with Novartis be following the spin-off?

A: Alcon will enter into a Separation and Distribution Agreement with Novartis to effect the separation and provide a framework for the Alconrelationship with Novartis after the separation and spin-off. Alcon will also enter into certain other agreements with Novartis, including butnot limited to a Transitional Services Agreement, an Employee Matters Agreement, a Tax Matters Agreement, a Manufacturing and SupplyAgreement and certain other agreements. These agreements will govern the separation between Alcon and Novartis of the assets, employees,liabilities and obligations (including investments, property and employee benefits and tax liabilities) of Novartis and its subsidiaries thatconstitute the Alcon Business and are attributable to periods prior to, at and after the separation of Alcon from

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Novartis, and will govern certain relationships between Alcon and Novartis after the separation and spin-off. We describe these arrangementsin greater detail under "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements BetweenNovartis and Us", and describe some of the risks of these arrangements under "Item 3. Key Information—3.D. Risk Factors—Risks Relatedto the Separation from Novartis".

Q: Are there risks associated with owning Alcon shares?

A: Yes. Ownership of Alcon shares is subject to both general and specific risks relating to the Alcon business, the industry in which Alconoperates, its ongoing contractual relationships with Novartis and its status as a separate, publicly traded company. Ownership of Alcon sharesis also subject to risks relating to the spin-off. Accordingly, you should carefully read the information set forth under "Item 3. KeyInformation—3.D. Risk Factors" in this Form 20-F.

Q: Who will be the registrar and transfer agent for the Alcon shares?

A: Computershare will act as registrar for the Alcon shares. Computershare Switzerland Ltd will act as the Alcon Swiss share registrar andComputershare Trust Company, N.A. will act as the Alcon U.S. share registrar and transfer agent.

Q: Where can I get more information?

A: Before the spin-off, if you have any questions relating to the business performance of Novartis or Alcon or the spin-off, you should contactNovartis at:

Novartis International AGInvestor RelationsP.O. BoxCH-4002 Basel, SwitzerlandTel: +41 61 324 7944www.novartis.com/investors

After the spin-off, if you have any questions relating to Alcon business performance, you should contact Alcon at:

AlconInvestor Relations Chemin de Blandonnet 8 1214 Vernier Geneva, Switzerland Tel: +41 58 911 2110 www.alcon.com

If you hold Novartis ADRs and have any questions with respect to the mechanics of the spin-off as they relate to your ADRs, you shouldcontact Computershare Trust Company, N.A., the Novartis U.S. ADR distribution agent for the Alcon shares for the spin-off, at:

Computershare Trust Company, N.A.P.O. Box 505000Louisville, KY 40233-5000U.S. Toll Free: +1 800 736 3001International: +1 781 575 3100

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PARTI

ITEM1.IDENTITYOFDIRECTORS,SENIORMANAGEMENTANDADVISERS

1.A.DIRECTORSANDSENIORMANAGEMENT

For information regarding our directors and senior management, see "Item 6. Directors, Senior Management and Employees—6.A. Directors and SeniorManagement".

1.B.ADVISERS

Our Swiss legal counsel is Bär & Karrer AG, Brandschenkestrasse 90, 8027 Zurich, Switzerland. Our U.S. legal counsel is Cravath, Swaine & Moore LLP,825 Eighth Avenue, New York, New York 10019.

1.C.AUDITORS

We have retained PricewaterhouseCoopers SA to act as our independent Registered Public Accounting Firm. The address for PricewaterhouseCoopers SA isAvenue Giuseppe-Motta 50, CH-1211 Geneva 2, Switzerland. PricewaterhouseCoopers SA is registered with the Public Company Accounting Oversight Board.

ITEM2.OFFERSTATISTICSANDEXPECTEDTIMETABLE

Not Applicable.

ITEM3.KEYINFORMATION

3.A.SELECTEDFINANCIALDATA

The following selected financial data should be read together with our combined financial statements and related notes and "Item 5. Operating and FinancialReview and Prospects" appearing elsewhere in this Form 20-F. We derived the selected income statement data for the years ended December 31, 2018, 2017 and2016 and the selected balance sheet data as of December 31, 2018 and 2017 from our combined financial statements and related notes appearing elsewhere in thisForm 20-F. We derived the selected income statement data for the years ended December 31, 2015 and the selected balance sheet data as of December 31, 2016 and2015 from our audited combined financial statements and related notes not included in this Form 20-F, and prepared on a basis consistent with the auditedcombined financial statements included in this Form 20-F. We derived the selected income statement data for the year ended December 31, 2014 and the selectedbalance sheet data as of December 31, 2014 from our unaudited combined financial statements and related notes not included in this Form 20-F, and prepared on abasis consistent with the audited combined financial statements included in this Form 20-F.

The selected financial data in this section are not intended to replace our combined financial statements and the related notes. Our historical results could differfrom those that would have resulted if we operated autonomously or as an entity independent of Novartis in the periods for which historical financial data ispresented below, and such results are not necessarily indicative of the results that may be expected in the future.

For additional details regarding the preparation of our combined financial statements, please see "Item 5. Operating and Financial Review and Prospects—5.A.Operating Results—Basis of Preparation", and "Note 2. Basis of Preparation" to our combined financial statements appearing elsewhere in this Form 20-F.

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We prepare our combined financial statements in accordance with IFRS, as issued by the IASB.

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YearEndedDecember31, ($millions) 2018 2017 2016 2015 2014 IncomeStatementData: Netsalestothirdparties 7,149 6,785 6,589 6,751 7,407 Operating(loss)/income (248) (77) 10 417 904 Interest expense (24) (27) (31) (18) (14)Other financial income and expense (28) (23) (92) (48) (47)(Loss)/incomebeforetaxes (300) (127) (113) 351 843 Taxes 73 383 (57) (43) (11)Net(loss)/income (227) 256 (170) 308 832

AtDecember31, ($millions) 2018 2017 2016 2015 2014 BalanceSheetData: Cash and cash equivalents 227 172 162 285 316 Inventories 1,440 1,303 1,207 1,149 1,147 Other current assets 1,732 1,812 1,650 1,540 1,753 Non-current assets 23,663 24,101 24,721 25,228 26,055 Totalassets 27,062 27,388 27,740 28,202 29,271 Trade payables 663 615 516 493 645 Other current liabilities 1,230 1,163 1,149 1,150 1,255 Non-current liabilities 2,530 2,581 3,063 2,922 2,904 Totalliabilities 4,423 4,359 4,728 4,565 4,804 Invested capital 22,639 23,029 23,012 23,637 24,467 Totalinvestedcapitalandliabilities 27,062 27,388 27,740 28,202 29,271 Net assets 22,639 23,029 23,012 23,637 24,467

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ExchangeRates

The following table shows, for the years and dates indicated, certain information concerning the rate of exchange of U.S. dollar per Swiss franc based onexchange rate information found on Bloomberg Market System. The exchange rate in effect on March 19, 2019 as found on Bloomberg Market System wasCHF 1.00 = USD 1.00.

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($perCHF)Period Average(1) Year ended December 31, 2014 1.09 Year ended December 31, 2015 1.04 Year ended December 31, 2016 1.01 Year ended December 31, 2017 1.02 Year ended December 31, 2018 1.02

Low(2) High(2) September 2018 1.02 1.04 October 2018 0.99 1.02 November 2018 1.00 1.00 December 2018 1.01 1.02 January 2019 1.00 1.01 February 2019 1.00 1.01 March 2019 (through March 19, 2019) 1.00 1.00

(1) Represents the average of the exchange rates on the last day of each month during the relevant time period.

(2) Represents the lowest and highest, respectively, of the exchange rates on the last day of each month during the year.

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3.B.CAPITALIZATIONANDINDEBTEDNESS

The following table sets forth our combined capitalization and indebtedness as of December 31, 2018 on:

• an actual basis; and

• an adjusted basis, to give effect to the pro forma adjustments set forth in "—Unaudited Pro Forma Combined Financial Statements" below.

The "as adjusted" information below is not necessarily indicative of what our capitalization and indebtedness would have been had the separation and relatedtransactions been completed as of December 31, 2018. Investors should read the information in this table together with the combined financial statements andrelated notes to those statements appearing elsewhere in this Form 20-F, as well as the sections of this Form 20-F captioned "Item 3. Key Information—3.A.Selected Financial Data", "Item 5. Operating and Financial Review and Prospects" and "—Unaudited Pro Forma Combined Financial Statements" below.

3.C.REASONSFORTHEOFFERANDUSEOFPROCEEDS

Not applicable.

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AsofDecember31,2018 ($millions) Actual Asadjusted

Cash and cash equivalents (1) 227 500

Debt(2) Net financial liabilities to Novartis Group (3) 28 Current financial debt 47 1,735 Non-current financial debt (4) 1,742 Equity Share capital, par value CHF 0.04 per share (5) 20 Reserves 19,495 Net parent investment 22,639 TotalCapitalization 22,714 22,992

(1) In connection with the separation and the spin-off, we expect to have approximately $0.5 billion in cash and cash equivalentsimmediately following the spin-off as reflected in our unaudited pro forma combined balance sheet appearing elsewhere in thisForm 20-F.

(2) In connection with the separation and the spin-off, we expect to incur approximately $3.5 billion in total indebtedness, including (i)approximately $2.8 billion and $0.4 billion (or the equivalent in EUR) in bridge and other term loans as described in "Item 10Additional Information—10.C. Material Contracts—Bridge Loan, Term Loan and Revolving Credit Facilities"; and (ii)approximately $0.3 billion of borrowings under a number of local bilateral facilities in different countries, with the largest share ofborrowings in Japan.

(3) Net financial liabilities to Novartis Group is calculated based on the sum of other financial receivables from Novartis Group andother financial liabilities to Novartis Group, and will be settled through the Internal Transactions. For additional information, seeour combined financial statements and related notes appearing elsewhere in this Form 20-F.

(4) Non-current financial debt excludes finance lease liabilities.

(5) Based on an expected 488,700,000 issued shares of Alcon at the date of the spin-off, as described in more detail in the notes to ourunaudited pro forma financial statements appearing elsewhere in this Form 20-F.

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UNAUDITEDPROFORMACOMBINEDFINANCIALSTATEMENTS

The following unaudited pro forma combined financial statements of the Novartis AG Alcon business consist of the unaudited pro forma combined incomestatement for the year ended December 31, 2018, and the unaudited pro forma combined balance sheet as of December 31, 2018, which have been derived from ourhistorical combined financial statements included elsewhere in this Form 20-F. If the conditions precedent to the spin-off are either satisfied or waived by Novartis,Novartis will distribute to holders of Novartis shares and ADRs (excluding treasury shares held by Novartis and its subsidiaries), as a pro rata dividend, 1 Alconshare for every 5 Novartis shares or 5 Novartis ADRs such shareholders hold or have acquired and do not sell or otherwise dispose of prior to the close of businesson April 8, 2019, the Cum Date for the spin-off. Prior to the distribution, Novartis will complete the Internal Transactions, following which Alcon will hold,directly or through our subsidiaries, the businesses formerly constituting the Novartis AG Alcon business.

The unaudited pro forma combined financial statements reflect adjustments to our historical financial results in connection with the spin-off. The unauditedpro forma combined income statement gives effect to the spin-off as if the spin-off had occurred on January 1, 2018, the beginning of our most recently completedfiscal year. The unaudited pro forma combined balance sheet gives effect to the spin-off as if the spin-off occurred as of December 31, 2018, the date of our mostrecently completed fiscal year.

The unaudited pro forma combined financial statements have been prepared to reflect adjustments to our historical combined financial statements that are:(i) factually supportable, (ii) directly attributable to the spin-off, and (iii) with respect to the unaudited pro forma combined income statement, expected to have acontinuing impact on Alcon following the completion of the spin-off. However, such adjustments are subject to change based on the finalization of the terms of thespin-off and related transaction agreements.

The unaudited pro forma combined financial statements have been adjusted to give effect to the following transactions (collectively, the "Pro FormaTransactions"):

• certain going-forward contract manufacturing arrangements that have been entered into between Alcon and the Innovative Medicines Division ofNovartis;

• the capitalization of Alcon through the contribution by Novartis of its investments in the Alcon business and the distribution of the Alcon shares toNovartis shareholders;

• the capitalization of Alcon through the incurrence of third party debt by Alcon and the transfer of a portion of the net proceeds of such debt incurredby Alcon to Novartis; and

• the settlement of outstanding related party financing between Alcon and its subsidiaries and Novartis and its affiliates and certain internal financingtransactions with Novartis to complete the Internal Transactions.

The unaudited pro forma combined financial statements should be read together with our historical combined financial statements and the related notes,"Item 3. Key Information—3.B. Risk Factors" and "Item 5. Operating and Financial Review and Prospects" appearing elsewhere in this Form 20-F.

The unaudited pro forma combined financial statements are provided for illustrative and informational purposes only and are not intended to represent whatthe results of operations or financial position would have been had the spin-off and the Pro Forma Transactions been completed and implemented, as applicable, onthe dates assumed. The assumptions used, and pro forma adjustments derived from such assumptions, are based on currently available information and we believesuch assumptions to be reasonable under the circumstances. The unaudited pro forma combined financial information also may not be indicative of our futureresults of operations or financial position as a standalone public company.

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NOVARTISAGALCONBUSINESS

UNAUDITEDPROFORMACOMBINEDINCOMESTATEMENT

FORTHEYEARENDEDDECEMBER31,2018

The accompanying Notes form an integral part of the unaudited pro forma combined

financial statements.

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Proformaadjustments

($millionsunlessindicatedotherwise) Historicalreported

Contractmanufacturingarrangements(1)

Interestonthirdpartyfinancing(2)

Amortizationoffinancingfees(2)

Proformatotal

Netsalestothirdparties 7,149 7,149 Sales to Novartis Group 4 123 127 Netsales 7,153 123 7,276 Cost of goods sold (3,961) (123) (4,084)Grossprofit 3,192 0 3,192 Selling, general & administration (2,801) (2,801)Research & development (587) (587)Other income 47 47 Other expense (99) (99)Operatingloss (248) 0 (248)Interest expense (24) (102) (126)Other financial income and expense (28) (9) (37)Lossbeforetaxes (300) 0 (102) (9) (411)Taxes 73 21 2 96 Netloss (227) 0 (81) (7) (315)NetlossattributabletoshareholdersofAlconInc. (315)Numberofshares(3) Weighted average number of shares outstanding used

in basic earnings per share 488.7 Adjustment for vesting of restricted shares, restricted

share units and dilutive shares from options Weighted average number of shares in diluted

earnings per share 488.7 Basicearningspershare($) (0.64)Dilutedearningspershare($) (0.64)

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UNAUDITEDPROFORMACOMBINEDBALANCESHEET

ASOFDECEMBER31,2018

The accompanying Notes form an integral part of the unaudited pro forma combined

financial statements.

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Proformaadjustments

($millions) Historicalreported

Thirdparty

financing(2)

Settlementoffinancial

balancesandotherinternalfinancing

transactionswith

Novartis(4)

Settlementoffinancing

transactionswith

Novartis(5)

Equityallocation

(6) Proforma

total Assets Non-currentassets Property, plant & equipment 2,879 2,879 Goodwill 8,899 8,899 Intangible assets other than goodwill 10,679 5 10,684 Deferred tax assets 670 670 Financial assets 388 388 Other non-current assets 148 148 Totalnon-currentassets 23,663 5 23,668 Currentassets Inventories 1,440 1,440 Trade receivables 1,253 1,253 Receivables from Novartis Group 20 20 Income tax receivables 33 33 Other financial receivables from Novartis Group 39 (39) Cash and cash equivalents 227 3,425 (162) (2,990) 500 Other current assets 387 387 Totalcurrentassets 3.399 3,425 (201) (2,990) 3,633 Totalassets 27,062 3,430 (201) (2,990) 27,301 Investedcapitalandliabilities Share capital (Parvaluepershare:0.04CHF) 20 20 Reserves 19,495 19,495 Totalequity 19,515 19,515 Investedcapital 22,639 (134) (2,990) (19,515) Liabilities Non-currentliabilities Financial debts 89 1,742 1,831 Deferred tax liabilities 1,528 1,528 Provisions and other non-current liabilities 913 913 Totalnon-currentliabilities 2,530 1,742 4,272 Currentliabilities Trade payables 663 663 Payables to Novartis Group 85 85 Financial debts 47 1,688 1,735 Other financial liabilities to Novartis Group 67 (67) Current income tax liabilities 151 151 Provisions and other current liabilities 880 880 Totalcurrentliabilities 1,893 1,688 (67) 3,514 Totalliabilities 4,423 3,430 (67) 7,786 Totalinvestedcapitalandliabilities 27,062 3,430 (201) (2,990) 27,301

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NOTESTOUNAUDITEDPROFORMACOMBINEDFINANCIALSTATEMENTS

The unaudited pro forma combined income statement for the year ended December 31, 2018, and the unaudited pro forma combined balance sheet as ofDecember 31, 2018, include the following adjustments:

(1) Effective January 1, 2019, multi-divisional production sites have been restructured to legally separate the net assets and manufacturing activities betweenthose attributable to the Alcon Division and the Innovative Medicines Division of Novartis. As a result, contract manufacturing arrangements have beenentered into between Alcon and the Innovative Medicines Division of Novartis on an arm's length basis. The annual sales by Alcon to the InnovativeMedicines Division of Novartis are estimated to be $123 million with an estimated cost of sales of $111 million. The annual purchases by Alcon of productsproduced by the Innovative Medicines Division of Novartis are estimated to cost an additional $12 million compared to the Alcon production cost in 2018,resulting in a total cost of goods sold adjustment of $123 million.

(2) In connection with the separation and the spin-off, we expect to incur $3.5 billion in total indebtedness prior to the spin-off through new third partyborrowings. We currently expect to incur the proposed new third party borrowings through a combination of some or all of the following types ofborrowings:

• approximately $2.8 billion and $0.4 billion (or the equivalent in EUR) in bridge and other term loans under our new Group Facilities Agreement (asdefined in "Item 10 Additional Information—10.C. Material Contracts—Bridge Loan, Term Loan and Revolving Credit Facilities"); and

• approximately $0.3 billion of borrowings under a number of local bilateral facilities in different countries, with the largest share of borrowings inJapan.

For additional information relating to the Group Facilities Agreement, see "Item 10 Additional Information—10.C. Material Contracts—Bridge Loan, TermLoan and Revolving Credit Facilities".

The unaudited pro forma combined financial information presented above reflects the expected interest expense related to the $3.5 billion of totalindebtedness we expect to incur prior to the spin-off (as described above), and $17.5 million for the amortization of financing fees related to the expectedentry into the Group Facilities Agreement, as well as commitment fees on the expected undrawn portion of the Revolving Facility (as defined in "Item 10Additional Information—10.C. Material Contracts—Bridge Loan, Term Loan and Revolving Credit Facilities") under the Group Facilities Agreement. Theunaudited pro forma combined financial statements do not reflect the impact of any potential future refinancing of the Group Facilities Agreement.

With respect to the new third party borrowings we expect to incur, we have assumed interest expenses based on the expected prevailing interest rates andour expected debt structure immediately prior to the spin-off. In particular, we determined the assumed approximate weighted average annual interest rateof 3.2% based on current market conditions, including the prevailing London Interbank Offered Rate ("LIBOR") and the prevailing Euro Interbank OfferedRate ("EURIBOR"), among others, as well as our anticipated credit ratings. The actual interest rate and term of any such indebtedness may vary from theseassumptions and will depend upon the final debt structure that we execute prior to the spin-off, as well as market conditions at that time. In particular, theexpected future refinancing of the Bridge Facility through the proposed issuance of longer-term indebtedness might increase our overall future weightedannual interest rate.

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NOTESTOUNAUDITEDPROFORMACOMBINEDFINANCIALSTATEMENTS(Continued)

The following table shows the pro forma interest expense:

Each 0.125% change in the estimated weighted average annual interest rate would cause our pro forma interest expense to change by approximately$4 million on an annual basis.

The pro forma income tax adjustments were determined using the statutory tax rate in effect in 2018, in the respective tax jurisdictions of the legal entitiesthat will incur the debt.

(3) For basic earnings per share, we assumed that the number of outstanding shares is 488,700,000, corresponding to the expected issued and outstandingshares of Alcon held by Novartis immediately prior to the spin-off as described above, and that such shares were outstanding for the full year starting fromJanuary 1, 2018.

The weighted average number of shares used to compute diluted earnings per share is based on the weighted average number of basic shares. Since theNovartis AG Alcon business had a net loss for the year ended December 31, 2018, incremental shares associated with the stock-based awards granted to ouremployees under the Novartis compensation plans (including restricted stock units, performance shares and stock options) were not included in thecomputation of earnings per share in either period since, if included, they would have been anti-dilutive.

(4) In connection with the separation and the spin-off, Alcon and its subsidiaries will settle all related party financing balances they have with Novartis and itsaffiliates and certain internal financing transactions with Novartis to complete the Internal Transactions.

(5) In connection with the separation capitalization plan discussed in Note 2 above, Alcon is expected to transfer to Novartis approximately $3.0 billion in cashas part of the Internal Transactions, in part to eliminate financial balances between Novartis and Alcon that were not specifically related to the operations ofthe Novartis AG Alcon business and therefore were excluded from the historical combined financial statements through invested capital. See "Note 2. Basisof preparation" to our combined financial statements appearing elsewhere in this Form 20-F.

(6) As of the date of the spin-off, the Novartis investment in the Novartis AG Alcon business will be redesignated as Alcon shareholders' equity and will beallocated between Share Capital, Treasury shares and Reserves, based on the number of Alcon shares outstanding as of the date of the spin-off. The numberof Alcon issued and outstanding shares at the date of the spin-off is expected to be 488,700,000 shares based on the number of issued shares of Novartis(excluding treasury shares held by Novartis and its subsidiaries) as of December 31, 2018, an estimated number of Novartis shares delivered under equityparticipation plans and share buybacks between December 31, 2018 and the completion of the spin-off, and the application of the distribution ratio of 1Alcon share for every 5 Novartis shares or 5 Novartis ADRs, as of the close of business on April 8, 2019, the Cum Date for the spin-off. The number andvalue of Alcon treasury shares are expected to be insignificant.

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Proformaadjustments


Interestonthirdpartyfinancing

Proformatotal

Interest expense on short-term financial debt (10) (102) (112)Interest expense on finance lease liability (5) (5)Expense arising from discounting long-term liabilities (9) (9)Totalinterestexpense (24) (102) (126)

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3.D.RISKFACTORS

Youshouldcarefullyconsidertherisksdescribedbelow,togetherwithalloftheotherinformationincludedinthisForm20-F,inevaluatingAlconandourshares.Thefollowingriskfactorscouldadverselyaffectourbusiness,financialcondition,resultsofoperationsandthepriceofourshares.

RisksRelatedtoOurBusinessGenerally

Our financial performance depends on the commercial success of our products and our ability to maintain our position in the markets in which we competeand to build and expand our markets.

Our financial performance, including our ability to replace revenue and income lost to competition and to grow our business, depends heavily on thecommercial success of our products. If any of our major products were to become subject to problems such as changes in growth rates for clinical procedures usingour products, quality concerns, loss of intellectual property protection, pricing and reimbursement cuts, tax changes, supply chain issues or other product shortages,regulatory actions, negative publicity affecting doctor, eye care professional or patient confidence in the product, unfavorable guidance from healthcare or othergovernmental agencies, material product liability litigation, pressure from new or existing competitive products, or if our products fail to meet consumer needs, theadverse impact on our revenue and profit could be significant. In addition, our revenue and profit could be significantly impacted by the timing and rate ofcommercial acceptance of our products.

Products that compete with ours, including products competing against our major products, are launched from time to time. We cannot predict with certaintythe timing of the introduction of such competitive products or their possible effect on our sales. Such competitive products could significantly affect the revenuefrom our products and our results of operations. In addition, the impact on our results of operations could be compounded to the extent such competition results inus making significant additional investments in marketing and sales.

Furthermore, while we currently enjoy leading positions within our industry, our success depends on our ability to maintain or build on those leadingpositions. We continue to experience pressures across our businesses due to competitive activity, increased market power of our healthcare industry and retaildistributors, economic pressures experienced by the end-users of our vision care products, trade disputes among the countries in which we operate or sell ourproducts, and the impact of managed care organizations and other third-party payors for our surgical products. These and other factors may adversely impactmarket sizes, as well as our position in the markets in which we compete, and the medical procedure volumes or average selling prices for our products.

Our financial performance also depends on our ability to successfully build and expand our markets. For example, while we currently expect our key marketsto grow, particularly in multifocal contact lenses and AT-IOLs, the size of the markets in which we compete may not increase above existing levels, we may not beable to regain or gain market share, expand our market penetration or the size of the market for our products, or compete effectively on the basis of price, and thenumber of procedures in which our products are used may not increase above existing levels. Decreases in market sizes or our market share and declines in averageselling prices or procedural volumes could materially adversely affect our results of operations or financial condition. Furthermore, our failure to expand ourmarkets beyond existing levels could impact our ability to grow in line with or above current industry standards.

The eye care devices market is highly competitive and if we fail to keep pace with advances in our industry, we may be unable to maintain our position in themarkets in which we compete.

The eye care devices market is highly competitive and, in both our surgical and vision care businesses, we face a mixture of competitors and intensecompetition from competitors' products. In

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order to continue to compete effectively, we must continue to create, invest in, or acquire advanced technology, incorporate this technology into our proprietaryproducts, obtain regulatory approvals in a timely manner where required, and manufacture and successfully market our products. Additionally, we may experiencedesign, manufacturing, marketing or other difficulties that could delay or prevent our development, introduction or marketing of new products or new versions ofour existing products. As a result of such difficulties and delays, our development expenses may increase and, as a consequence, our results of operations couldsuffer. Our failure to respond to competitive pressures in a timely manner could have a material adverse effect on our business, financial condition and results ofoperations.

For example, in our surgical business, we face a mixture of competitors ranging from large manufacturers with multiple business lines to small manufacturersthat offer a limited selection of specialized products. Development by other companies of new or improved products, processes, or technologies may make ourproducts or proposed products less competitive or obsolete. We also face competition from providers of alternative medical therapies such as pharmaceuticalcompanies that have the potential to disrupt core elements of our business. Competitive factors include, but are not limited to:

• disruptive product technology;

• alternative treatment modalities;

• breadth of product lines and product services;

• ability to identify new market trends;

• acceptance of equipment and other products by ophthalmic surgeons;

• customer and clinical support;

• regulatory status and speed to market;

• price;

• product quality, reliability and performance;

• capacity to recruit engineers, scientists and other qualified employees;

• digital initiatives that change business models;

• reimbursement approval from governmental payors and private healthcare insurance providers; and

• reputation for technical leadership.

Shifts in industry market share can occur in connection with product issues, physician advisories, safety alerts, and publications about our products. In thecurrent environment of managed care, consolidation among healthcare providers, increased competition and declining reimbursement rates, we are increasinglyrequired to compete on the basis of price.

In addition, our vision care business operates within a highly competitive environment. In contact lenses, we face intense competition from competitors'products and may face increasing competition as other new products enter the market, for example with increased product entries from contact lens manufacturersin Asia. New market entrants and existing competitors are also challenging distribution models, with innovation in non-traditional, disruptive models such asdirect-to-consumer, internet and other e-commerce sales opportunities, which could adversely impact the traditional eye care professional (ECP) channel in whichAlcon has a significant presence. Our major competitors in contact lenses offer competitive products and differentiated materials, plus a variety of other eye careproducts including ophthalmic pharmaceuticals, which may give them a competitive advantage in

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marketing their lenses. Our vision care business also competes with manufacturers of eyeglasses and providers of other forms of vision correction includingophthalmic surgery. The market for contact lenses is intensely competitive and is characterized by declining sales volumes for older and reusable product lines andgrowing demand for daily lenses and advanced materials lenses. As the market for contact lenses shifts toward daily lenses, we expect our sales in daily lenses to atleast in part cannibalize sales of our reusable contact lenses and contact lens care offerings. Furthermore, our ocular health product category is also highlycompetitive. We cannot predict the timing or impact of the introduction of competitive products, including new market entries, "generic" versions of our approvedproducts, or private label products that treat the same conditions as those of our products. In addition, the introduction of alternatives in medical devices andmedical prescriptions could also alter the dry eye product market and impede our sales growth. Our ability to respond to these competitive pressures will depend onour ability to decrease our costs and maintain gross margins and operating results and to introduce new products successfully and on a timely basis, and to achievemanufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.

With respect to all of our other businesses, competitive pressures could decrease sales volumes for existing products or decrease prices to respond tocompetitive pressures, which could have a material adverse effect on our business, financial condition and results of operations.

Our research and development efforts may not succeed in bringing new products to market, or may fail to do so in a cost-efficient manner, or in a mannersufficient to grow our business, replace lost revenue and income or take advantage of new technologies.

Our ability to continue to maintain and grow our business, to replace sales lost due to competition, and to bring to market products that take advantage of newand potentially disruptive technologies depends heavily on the success of our research and development activities. Our success relies on our ability to identify andsuccessfully develop cost-effective new products that address unmet medical and consumer needs. To accomplish this, we commit substantial financial, human andcapital resources to product research and development, both through our internal dedicated resources and through external investments, alliances, acquisitions andBD&L transactions intended to expand or complement our internal research and development efforts. However, developing and marketing new surgical and visioncare products involves a costly, lengthy and uncertain process. Even when our new product development projects make it to market, there have been, and in futuremay be, instances where projects are subsequently discontinued for technical, clinical, regulatory or commercial reasons. In spite of our investments, there can beno guarantee that our research and development activities or external investments will produce commercially successful new products that will enable us to replaceincome lost to our competitors or increase revenue to grow our business, or that we will be able to successfully identify and obtain value from our external businessdevelopment and strategic collaborative efforts. In addition, new products we create through research and development activities may cannibalize a portion of therevenues we derive from existing products, therefore driving replacement revenue instead of incremental revenue.

Finally, even if we are able to secure regulatory approval and achieve initial commercial success of our products, we may be unable to predict the long-termhealth effects of our implantables or other products, and such products may cease to be commercially viable if negative health impacts are subsequently identified.See also, "—Our voluntary market withdrawal of our CyPassmicro-stent glaucoma product in August 2018 will have an adverse impact on our business and mayresult in additional liability" below.

If we are unable to cost-effectively maintain a flow of successful new products sufficient to maintain and grow our business, cover any sales erosion due tocompetition, and take advantage of market opportunities, this could have a material adverse effect on our business, financial condition or results of operations. Fora description of the approval processes which must be followed to market our

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products, see "—Regulatory clearance and approval processes for our products are expensive, time-consuming and uncertain, and the failure to obtain and maintainrequired regulatory clearances and approvals could prevent us from commercializing our products" below and "Item 4. Information on the Company—Item 4.B.Business Overview—Government Regulation".

The separation and spin-off from Novartis could have an adverse effect on our business or cause management distraction or business disruption as we begin tooperate as a standalone company.

Since 2011, we have operated as a division of Novartis. Upon completion of the separation and spin-off, we will be a standalone public company. As astandalone public company, we may not enjoy the same benefits we did as a subsidiary of Novartis, including the strong capital base and financial strength ofNovartis and access to the Novartis global information technology infrastructure. We expect the transfer of information technology systems from Novartis to us tobe complex, time consuming and costly. Further, we will incur costs relating to establishing our own financial, administrative, information technology and othersupport functions as well as running and maintaining such functions on a going-forward basis. In addition, the process of establishing such functions may distractour management from focusing on business and strategic opportunities and could result in disruptions to our business. We will also enter into a series of agreementswith Novartis relating to the separation and the spin-off, including a Separation and Distribution Agreement, Transitional Services Agreement, Manufacturing andSupply Agreement and certain other agreements pursuant to which we will continue to rely on Novartis for certain key business functions for a transitional period.The transitional services Novartis has agreed to provide us may not be sufficient to meet our needs, are costly, and disputes may arise between Novartis and us inthe course of Novartis providing such transitional services to us.

In addition, in connection with the separation, we expect to incur $3.5 billion in total indebtedness. Such indebtedness will require us to dedicate a portion ofour future cash flows to payments on our debt, reducing our ability to use our cash flow to pay dividends or to fund capital expenditures, BD&L or other strategic transactions, working capital and other general operational requirements. Management attention to complying with debt covenants relatingto such indebtedness and maintaining our credit ratings may also limit our operational flexibility.

The potential loss of benefits and the expected additional costs associated with being a standalone public company independent of Novartis, as well as anyconflicts with Novartis relating to the transitional arrangements we will enter into or any impacts of our future debt arrangements, could have a material adverseeffect on our business, financial condition or results of operations. See "Item 3. Key Information—3.D. Risk Factors—Risks Related to the Separation fromNovartis" and "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Us and Novartis" for moredetail.

Pricing pressure from changes in third-party payor coverage and reimbursement methodologies and potential regulatory price controls may impact our abilityto sell our products at prices necessary to support our current business strategy.

The prices, sales and demand for some of our products, in particular our surgical products, could be adversely affected by the increased emphasis managedcare organizations and governments continue to place on the delivery of more cost-effective medical therapies. For example, major third-party payors for hospitalservices, including government insurance programs, such as Medicare and Medicaid in the United States and certain private healthcare insurers, have substantiallyrevised their payment methodologies during the last few years, resulting in stricter standards for, and lower levels of reimbursement of, hospital and outpatientcharges for some clinical procedures. In addition, some third-party payors will not provide reimbursement for new products until the innovative value or improvedpatient outcome of the new product is demonstrated. If we are unable to demonstrate such innovative value or improved patient outcome, our products may not beeligible for reimbursement,

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which would impact our ability to grow the market for sales of those products. There have also been recent initiatives by third-party payors to challenge the pricescharged for medical products. Physicians, eye care professionals and other healthcare providers may be reluctant to purchase our surgical products if they do notreceive adequate reimbursement from third-party payors to cover the cost of those products and for procedures performed using those products. Reductions in theprices for our products in response to these trends could reduce our profit margins, which would adversely affect our ability to invest and grow our business. Inaddition, changes to current regulations in certain countries, including the United States, requiring a prescription for the purchase of contact lenses could have asignificant impact on the way we market and distribute contact lens and contact lens care products, by limiting the role of the ECP as an intermediary in the sale ofour vision care products. Such changes could require us to incur significant costs to update our marketing and distribution methodologies and could adversely affectthe sales of our vision care products.

Outside the U.S., governmental programs in the other jurisdictions in which we operate that typically reimburse at predetermined fixed rates may also decreaseor otherwise limit amounts available through reimbursement. For example, in the EU, member states impose controls on whether products are reimbursable bynational or regional health service providers and on the prices at which medical devices are reimbursed under state-run healthcare schemes. Some member statesoperate reference pricing systems in which they set national reimbursement prices by reference to those in other member states. Other governmental fundingrestrictions, legislative proposals and interpretations of policy may negatively impact amounts available through reimbursement, including by restricting paymentincreases to hospitals and other providers through reimbursement systems, or by restricting whether reimbursement is available for our products at all. We are notable to predict whether changes will be made in the availability of reimbursement or the rates prescribed by governmental programs or, if they are made, whateffect they could have on our business. However, governmental rate changes and other similar developments could negatively affect our ability to sell our products.

We expect that additional health care reform measures will be adopted in the future in the countries in which we operate, including those initiatives affectingcoverage and reimbursement for our products, any of which could limit the amounts that governments will pay for health care products and services, which couldadversely affect the growth of the market for our products or the demand for our products, or result in additional pricing pressures. We cannot predict the effectsuch reforms or the prospect of their enactment may have on our business.

Finally, the implementation of government price controls on our products or product categories in the jurisdictions in which we operate, or to which we mayintend to expand in the future, could adversely affect the revenue we could obtain from sales of our products. For example, in India, the National PharmaceuticalPricing Authority (NPPA) recently began imposing 75% to 85% price reductions on coronary stents (implantable medical devices intended to ensure an adequateflow of blood to the heart). The NPPA has begun to evaluate prices on other categories of medical devices, potentially including IOLs used in cataract surgeries. Ifthe NPPA chooses to impose similar price reductions on IOLs from Alcon, this could have a negative impact on our surgical sales in India. It is also possible thatregulatory agencies in other countries may consider similar or comparable price controls on our eye care devices in the future, which could have an adverse impacton our business, financial condition and results of operations.

The unstable global economic and financial environment in many countries and increasing political and social instability may have a material adverse effecton our results of operations due to the global nature of our business.

Our products are sold in more than 140 countries. We have operations in over 74 countries worldwide and more than half of our revenues in the year endedDecember 31, 2018 came from

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customers outside the United States. As a result, our results of operations and business are influenced and affected by the global economic and financialenvironment.

Unpredictable political conditions currently exist in various parts of the world, including a backlash in certain areas against free trade, anti-immigrantsentiment, social unrest, the refugee crisis, terrorism and the risk of direct conflicts between nations. In addition, the current trade environment is extremelyvolatile. Changes in trade policy vis-à-vis countries that we operate in could affect our ability to and/or the cost of doing business in such countries. For example,we expect that the ongoing trade disputes between the United States and China and Russia, respectively, could potentially have an adverse effect on the export ofour surgical equipment to either or both countries. In the United States, the current presidential administration's opposition to free trade agreements could causebarriers to be raised to international trade, and the elimination of the Affordable Care Act's individual mandate could have a negative impact on individuals' abilityto afford health insurance. Similarly, following the UK's "Brexit" vote and with the rise of nationalist, separatist and populist sentiment in various countries, there isa risk that barriers to free trade and the free movement of people may rise in Europe. As we have a sizeable commercial presence in the UK, the uncertaintysurrounding the implementation and effect of "Brexit" may impact our business in the UK and the rest of Europe, including our costs and the distribution of ourproducts in those markets. Further, significant conflicts continue in parts of the Middle East, including conflicts involving Saudi Arabia and Iran, and with respectto places such as North Korea. Collectively, such difficult conditions could, among other things, disturb the international flow of goods and increase the costs anddifficulties of international transactions.

In addition, local economic conditions may adversely affect the ability of payors, as well as our distributors, customers, suppliers and service providers, to payfor our products, or otherwise to buy necessary inventory or raw materials, and to perform their obligations under agreements with us. Although we make efforts tomonitor these third parties' financial condition and their liquidity, our ability to do so is limited, and some of them may become unable to pay their bills in a timelymanner, or may even become insolvent, which could negatively impact our business and results of operations. These risks may be elevated with respect to ourinteractions with fiscally-challenged government payors, or with third parties with substantial exposure to such payors. For example, we have significantoutstanding receivable balances that are dependent upon either direct or indirect payment by various governmental and non-governmental entities across the world.The ultimate payment of these receivables is dependent on the ability of these governments to maintain liquidity primarily through borrowing capacity, particularlyin the EU. If certain governments are not able to maintain access to liquidity through borrowing capacity, the ultimate payment of their respective portion ofoutstanding receivables could be at risk and impact profits and cash flow. See also "—Our reliance on outsourcing key business functions to third parties heightensthe risks faced by our businesses" below.

Financial market issues may also adversely affect our earnings, the return on our financial investments and the value of some of our assets. Alternately,inflation could accelerate, which could lead to higher interest rates, increasing our costs of raising capital. Uncertainties around future central bank and othereconomic policies in the United States and EU, as well as high debt levels in certain other countries, could also impact world trade. Sudden increases in economic,currency or financial market volatility in different countries have also impacted, and may continue to unpredictably impact, our business and results of operations,including the value of our investments in our pension plans. See also "—If any of numerous key assumptions and estimates in calculating our pension planobligations turn out to be different from our actual experience, we may be required to increase substantially our contributions to pension plans as well as theamount we pay toward pension-related expenses in the future" below. Changes in exchange rates between the U.S. dollar, our reporting currency, and othercurrencies can also result in significant increases or decreases in our reported sales, costs and earnings as expressed in U.S. dollars, and in the reported value of ourassets, liabilities and cash flows. Despite any measures we may undertake in the future to reduce, or hedge against, foreign currency exchange

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risks, because a significant portion of our earnings and expenditures are in currencies other than the U.S. dollar, any such exchange rate volatility may negativelyand materially impact our business, results of operations and financial condition, and may impact the reported value of our net sales, earnings, assets and liabilities.The timing and extent of such volatility can be difficult to predict. Further, depending on the movements of particular foreign exchange rates, we may be materiallyadversely affected at a time when the same currency movements are benefiting some of our competitors. For more information on the effects of currencyfluctuations on our combined financial statements and on how we manage currency risk, see "Item 5. Operating and Financial Review and Prospects—5.B.Liquidity and Capital Resources—Effects of Currency Fluctuations" and "Item 11. Quantitative and Qualitative Disclosures About Market Risk".

There is also a risk that countries facing local financial difficulties, including countries experiencing high inflation rates and highly indebted countries facinglarge capital outflows, may impose controls on the exchange of foreign currency. Such exchange controls could limit our ability to distribute retained earnings fromour local affiliates, or to pay intercompany payables due from those countries.

To the extent that economic and financial conditions directly affect consumers, some of our businesses, including the elective surgical and contact lensbusinesses, may be particularly sensitive to declines in consumer spending, as the costs of elective surgical procedures and discretionary purchases of contact lensesare typically borne by individuals with limited reimbursement from their medical insurance providers or government programs. For example, while cataract surgeryinvolving our monofocal IOLs is generally fully covered by medical insurance providers or government reimbursement programs, implantation of certain of ourAT-IOL products may only be partially covered, with the individual paying out-of-pocket for the non-covered component. Accordingly, individuals may be lesswilling to incur the costs of these private pay or discretionary procedures or purchases in weak or uncertain economic conditions and may elect to forgo suchprocedures or products or to trade down to more affordable options. This could negatively impact our business, financial performance and results of operations.

At the same time, significant changes and potential future volatility in the financial markets, in the consumer and business environment, in the competitivelandscape and in the global political and security landscape make it increasingly difficult for us to predict our revenues and earnings into the future. As a result, anyrevenue or earnings guidance or outlook which we elect to give may be overtaken by events, or may otherwise turn out to be inaccurate. Though we will endeavorto give reasonable estimates of future revenues and earnings at the time if we elect to give such guidance, based on our then-current knowledge and conditions,there is a significant risk that any such guidance or outlook we elect to give will turn out to be, or to have been, incorrect.

A portion of our operations are conducted in emerging markets, and are subject to the economic, political, legal and business environments of such emergingmarkets, which may prevent us from realizing the expected benefits of our investments.

Economic, social and political conditions, laws, practices and local customs vary widely among the countries in which we sell our products, includingemerging markets. Our operations in emerging markets are subject to a number of risks and potential costs, including lower profit margins, less stringent protectionof intellectual property and economic, political and social uncertainty in certain of such countries in which we operate. These and other risks may have a materialadverse effect on our results of operations in any particular emerging market country and on our business as a whole. For example, many emerging markets havecurrencies that fluctuate substantially. If currencies devalue and we cannot offset with price increases, our products may become less profitable. Inflation inemerging markets also can make our products less profitable and increase our exposure to credit risks. We have previously experienced currency fluctuations,unstable social and political conditions, inflation and

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volatile economic conditions in emerging markets, which have impacted our profitability in the emerging markets in which we operate and we may experience suchimpacts in the future.

Further, in many emerging markets, average income levels are relatively low, government reimbursement for the cost of healthcare products and services islimited and prices and demand are sensitive to general economic conditions. These challenges may prevent us from realizing the expected benefits of ourinvestments in such emerging markets, which could have an adverse impact on our business, financial condition and results of operations.

Ongoing consolidation among distributors, retailers and healthcare provider organizations could increase both the purchasing leverage of key customers andthe concentration of credit risk.

Increasingly, a significant portion of our global sales are made to a relatively small number of distributors, retail chains and other purchasing organizations, asconsolidation and vertical integration have the potential to disrupt existing channels. The recent trend, both in the United States and internationally, has beentoward further consolidation among distributors, retailers and other eye care industry customers, such as eye care professionals, including through the acquisition ofconsolidated ophthalmology practices by private equity and other venture fund investors. As a result, our customers are gaining additional purchasing leverage,which increases the pricing pressures facing our businesses.

In our surgical business, healthcare providers, practices, hospitals, and surgery centers around the world continue to consolidate in response to decliningreimbursement rates and intensifying cost pressures driven by care delivery expenses. This consolidation is increasing the ability of large groups to negotiate onprice, accelerating the transition of the decision maker from physicians to cost-focused professional buyers, and potentially increasing price transparency or pricereferencing in instances of consolidation across borders. Such consolidation in the surgical market adds considerable downward pricing pressure to our productsales and margins.

In vision care, private label growth and retailer-branded lenses may drive the commoditization of contact lenses and further boost the bargaining power of ourdistributors and retailers. Moreover, we could become exposed to a concentration of credit risk as a result of any such concentration among our customers. If ourcustomers consolidate and one or more of our major customers experienced financial difficulties, the effect on us would be substantially greater than in the past,and could include a substantial loss of sales and an inability to collect amounts owed to us. By contrast, if the consolidation of our customers and distributors wereto continue, leading to the further increase of their size and purchasing power, we may be challenged to continue to provide consistently high customer servicelevels for increasing sales volumes, while still offering a broad portfolio of innovative products and on-time and complete deliveries. If we fail to provide highlevels of service, broad product offerings, competitive prices and timely and complete deliveries, we could lose a substantial amount of our customer base and ourprofitability, margins and net sales could decrease. This could have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain our relationships with, and provide appropriate training in our products to, healthcare providers, including ophthalmologists,optometrists, opticians, hospitals, ambulatory surgical centers and group purchasing organizations, customers may not buy our surgical and vision careproducts and our sales and profitability may decline.

We market our surgical products to numerous healthcare providers, including ECPs, public and private hospitals, ambulatory surgical centers, eye clinics andophthalmic surgeons' offices and group purchasing organizations and our vision care products to various major retailers and distributors. We have developed andstrive to maintain strong relationships with members of each of these groups who assist in product research and development and advise us on how to satisfy thefull range of consumer and surgeon needs. We rely on these groups to recommend our products to their patients and to other

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members of their organizations. Consumers in the eye health industry, especially contact lens and lens care consumers, have a tendency not to switch productsregularly and are repeat consumers. As a result, the success of our products, particularly our vision care products, is impacted by a physician's initialrecommendation of our products and a consumer's initial choice to use our products. Because clinicians are the key decision makers with respect to utilizingsurgical products and influencing consumer product decisions in the eye care industry, the failure of our products to retain the support of ECPs, public and privatehospitals, ambulatory surgical centers, optometry chains or group purchasing organizations and, with respect to our vision care products, to retain the support of theend-users and the distributors and retailers to whom we sell such products, could have a material adverse effect on our sales and profitability.

In particular, ophthalmic surgeons play a significant role in determining the course of treatment and, ultimately, the type of products that will be used to treat apatient for cataracts, vitreoretinal conditions, refractive errors and glaucoma, among other things. As a result, it is important for us to properly and effectivelymarket our surgical products to such surgeons. Acceptance of our surgical products also depends on the ability to train ophthalmic surgeons and their clinical staffon the safe and appropriate use of our surgical and medical device products. There is a learning process involved in ophthalmic surgeons and their clinical staffbecoming proficient in the use of our surgical products. It is critical to the success of our commercialization efforts to train a sufficient number of ophthalmicsurgeons and to provide them with adequate instruction in the use of our surgical products. This training process may take longer than expected and may thereforeaffect our ability to increase sales. Following completion of training, we expect to rely on the trained ophthalmic surgeons to advocate the benefits of our productsin the broader marketplace. Convincing ophthalmic surgeons to dedicate the time and energy necessary for adequate training is challenging, and we cannot ensurewe will be successful in these efforts. If we are not successful in convincing ophthalmic surgeons of the merits of our products or educating them on the use of ourproducts, they may not use our products and we will be unable to fully commercialize or profit from such products.

Further, in our vision care business, ECPs may continue to lose influence in the consumer's selection of contact lenses. With potential diminishing influence ofthe ECPs, our business may become more dependent upon the success of consumer marketing. In pursuit of direct-to-consumer marketing, we could potentiallyface challenges in maintaining our good relationships with ECPs, who may view our direct-to-consumer marketing as a threat to their business.

Changes in inventory levels or fluctuations in buying patterns by our large distributor and retail customers may adversely affect our sales and earnings and addto sales variability from quarter to quarter.

We balance the need to maintain inventory levels that are sufficient to ensure competitive lead times against the risk of inventory obsolescence because ofchanging customer requirements, fluctuating commodity prices, changes to our products, product transfers or the life-cycle of our products. In order to successfullymanage our inventories, we must estimate demand from our customers and produce products that substantially correspond to that demand. If we fail to adequatelyforecast demand for any new or existing product, or fail to determine the optimal product mix for production purposes, we may face production capacity issues inmanufacturing sufficient quantities of a given product, such as our IOLs, daily contact lenses or certain ocular health products. In addition, failures in ourinformation technology systems, issues created by the implementation of our new enterprise resource planning (ERP) system or human error could also lead toinadequate forecasting of our overall demand or product mix.

As the number of unique products (SKUs) we offer grows, for example as we offer an increasing number of IOL and contact lens styles, the demandforecasting precision required for us to avoid production capacity issues will also increase. Accordingly, the continued proliferation of unique SKUs in our surgicaland vision care portfolios could increase the risk of product unavailability and lost sales.

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Additionally, an increasing number of SKUs could increase global inventory requirements, especially for consigned products such as IOLs, negatively impactingour working capital performance and leading to write-offs due to obsolescence and expired products.

In addition, due to the lead times necessary to acquire, install and ramp up production of new equipment and product lines, if we fail to adequately forecast theneed for additional manufacturing capacity, whether for new or existing products, we may be unable to scale production in a timely manner to meet demand for ourproducts. For example, in 2016, as a result of certain such factors, we experienced shortfalls in our inventory that resulted in a temporary disruption in our ability totimely deliver sufficient amounts of our IOL products in the U.S., which had an adverse impact on our business. In addition, the technically complex manufacturingprocesses required to manufacture many of our products increase the risk of production failures, and can increase the cost of producing our goods. For example, wemanufacture and sell a number of sterile products which require sophisticated environmental controls. As a result, because the production process for many of ourproducts is so complex and sensitive, the cost of production and the chance of production failures and lengthy supply interruptions is increased, which can have asubstantial impact on our inventory levels.

Finally, a significant portion of our vision care products are sold to major healthcare distributors and major retail chains in the United States. Consequently,our sales and quarterly growth comparisons, as well as our estimates for required inventory levels, may be affected by fluctuations in the buying patterns of majordistributors, retail chains and other trade buyers. These fluctuations may result from seasonality, pricing, large retailers' and distributors' buying decisions or otherfactors. If we overestimate demand and produce too much of a particular product, we face a risk of inventory obsolescence, leaving us with inventory that wecannot sell profitably or at all. In addition, we may have to write down such inventory if we are unable to sell it for its recorded value. By contrast, if weunderestimate demand and produce insufficient quantities of a product, we could be forced to produce that product at a higher price and forego profitability in orderto meet customer demand. For example, if a competitor initiates a recall and there is an unexpected increase in the demand for our products, we may not be able tomeet such increased demand. Insufficient inventory levels may lead to shortages that result in loss of sales opportunities altogether as potential end-customers turnto competitors' products that are readily available. If any of these situations occur frequently or in large volumes or if we are unable to effectively manage ourinventory and that of our distribution partners, this could have a material adverse effect on our business, financial condition and results of operations.

Our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays andinefficiencies.

We single-source or rely on limited sources of supply for many components, raw materials and production services, such as sterilization, used in theproduction of our products. The loss of our significant suppliers or the inability of any such supplier to meet performance and quality specifications, requestedquantities or delivery schedules could cause our sales and profitability to decline and have a negative impact on our customer relations. In addition, a significantprice increase from any of our significant suppliers could cause our profitability to decline if we cannot increase our prices to our customers. In order to ensuresufficient supply, we may determine that we need to provide financing to some of our single-source suppliers, which could increase our financial exposure to suchsuppliers.

In addition, in some cases, we manufacture our products at a single manufacturing facility. In many cases, regulatory approvals of our products are limited to aspecific approved manufacturing facility. If we fail to produce enough of a product at a facility, or if our manufacturing process at that facility is disrupted, we maybe unable to deliver that product to our customers on a timely basis. Problems may arise during the manufacturing process for a variety of reasons, includingtechnical, labor or other difficulties, equipment malfunction, contamination, failure to follow specific protocols and procedures, destruction of or damage to anyfacility (as a result of a natural disaster, use and storage of

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hazardous materials or other events) or other reasons. In the event of a quality control issue, we may voluntarily, or our regulators may require us to, close a facilityindefinitely. If any such problems arise, we may be unable to purchase substitute products from third-party manufacturers to make up any resulting shortfall in theproduction of a product, as such third-party manufacturers may only exist in limited numbers or appropriate substitutes may not be available. This is particularlyrelevant with respect to products for which we represent a substantial portion of the market, such as vitreoretinal equipment and other vitreoretinal-related products.A failure to deliver products on a timely basis could lead to customer dissatisfaction and damage our reputation. Significant delays in the delivery of our productsor a delay in the delivery of a key product could also negatively impact our sales and profitability. For example, our Constellationvision system is manufacturedusing more than 3,000 components, many of which routinely need to be sourced from an alternate supplier as part of our ongoing efforts to manage obsolescence.

Some of our products are manufactured or assembled fully or in part by third parties under contract. Business conditions and regulatory actions may lead torecalls of products assembled or manufactured by these companies, may result in delays in shipments of such products or may cause these contractors to abandontheir contract manufacturing agreements. Any of these occurrences could have a negative impact on sales and profitability. In addition, we will continue to rely onNovartis for certain manufacturing needs following the completion of the spin-off. In particular, we have historically depended on and, following the completion ofthe spin-off, will continue to depend on Novartis for the production of our entire supply of viscoelastics. We currently sell viscoelastics on a standalone basis forprocedures using our products and also use them as a component in our surgical pack offerings. As a result, a shortage in our supply of viscoelastics could not onlycause a failure in our ability to meet our commitments to our customers, but could also have significant collateral impacts on other parts of our business due torelated decreases in the rates of procedures requiring viscoelastics that feature our equipment or other products, which may have a material effect on our business,financial condition and results of operations. In addition, as an entity separate from and independent of Novartis following the spin-off, we may encountersituations in which Novartis and our interests do not align. For instance, in the event of supply shortages, Novartis may choose to prioritize the manufacturing ofNovartis products over our products. Should Novartis no longer provide for our manufacturing needs, either sufficiently or at all, we would have to seek alternativesources. Seeking out and securing such alternative sources to meet our manufacturing needs may take time and come at a significant cost to our business. See"Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions".

Our reliance on outsourcing key business functions to third parties heightens the risks faced by our businesses.

We outsource the performance of certain key business functions to third parties, and invest a significant amount of effort and resources into doing so. Suchoutsourced functions can include research and development collaborations, clinical trial activities, manufacturing operations, warehousing and distributionactivities, certain finance functions, submission of regulatory applications, marketing activities, data management and others. In particular, in many developingcountries, we rely heavily on third party distributors and other agents for the sales, marketing and distribution of our products. Similarly, we often obtain theintermediate and raw materials used in the manufacture of our products from third parties located in developing countries. In addition, we will continue to rely onNovartis for certain key business functions following the completion of the spin-off, including certain transitional services that will be covered under theTransitional Services Agreement, certain manufacturing needs that will be covered under the Manufacturing and Supply Agreement and certain transitionaldistribution services that will be covered under a transitional distribution and services agreement that we intend to enter into with Novartis. See "Item 7. MajorShareholders and Related Party Transactions—7.B. Related Party Transactions".

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Our reliance on outsourcing and third parties for certain functions, such as the research and development or manufacturing of our products, may reduce thepotential profitability of such products.

Ultimately, if the third parties fail to meet their obligations to us, we may lose our investment in the collaborations and fail to receive the expected benefits ofthese arrangements. In addition, many of the companies we outsource key business functions to have limited resources, and, in particular, do not have internalcompliance resources comparable to those within our organization. Should any of these third parties fail to carry out their contractual duties or regulatoryobligations or fail to comply with the law, including laws relating to export and trade controls, or should they act inappropriately in the course of their performanceof services for us, there is a risk that we could be held responsible for their acts, that our reputation may suffer, and that penalties may be imposed upon us. Anysuch failures by third parties could have a material adverse effect on our business, financial condition, results of operations or reputation.

Even if we protect our intellectual property to the fullest extent permitted by applicable law, our competitors and other third parties could develop andcommercialize products similar or identical to ours, which could impair our ability to compete.

We rely on a combination of patents, trademarks, and copyrights to protect our intellectual property. The scope, strength and duration of those intellectualproperty rights can vary significantly from product to product and country to country. We also rely on a variety of trade secrets, know-how, and other confidentialinformation to supplement these protections. In the aggregate, these intellectual property rights are of material importance to our business.

The protections afforded by these intellectual property rights may limit the ability of competitors to commercialize products covered by the applicableintellectual property rights, but they do not prevent competitors from marketing non-infringing products that compete with our products. In addition, theseintellectual property rights may be challenged by third parties and regulatory agencies, and intellectual property treated as trade secrets and protected throughconfidentiality agreements may be independently derived by third parties and/or subject to misappropriation by others. Therefore, even if we protect our intellectualproperty to the fullest extent permitted by applicable law, competitors and other third parties may nonetheless develop and commercialize products similar oridentical to ours, which could impair our ability to compete and have an adverse effect on our business, financial condition and results of operations.

Unauthorized or illegal importation of products from countries with lower prices to countries with higher prices or sales of counterfeit versions of our productsmay result in lowering the prices we receive for our products and could harm our business and reputation.

In the United States and elsewhere, our products are subject to competition from lower priced versions of our products and competing products from countrieswhere there are government imposed price controls or other market dynamics that make the products lower priced. Despite government regulations aimed atlimiting certain low quality imports, the volume of imports may continue to rise in certain countries. This importation may adversely affect our profitability in theUnited States and elsewhere, and could become more significant in the future.

In addition, our industry continues to be challenged by the vulnerability of distribution channels to counterfeiting. Reports of increased levels of counterfeitingcould materially affect consumer confidence in the authentic product and harm our business or lead to litigation. In addition, it is possible that adverse eventscaused by unsafe counterfeit products could mistakenly be attributed to the authentic product. If a product of ours was the subject of counterfeits, we could incursubstantial reputational and financial harm.

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We may not successfully complete and integrate strategic acquisitions to expand or complement our business.

As part of our growth strategy, we expect to evaluate and pursue strategic BD&L transactions or other acquisitions to expand or complement our business.Such ventures may bring new technologies, products or customers to our prominent position in the ophthalmic industry. However, suitable acquisition candidatesmay not be identified. Acquisition activities can be thwarted by overtures from competitors for the targeted candidates, governmental regulation (including marketconcentration limitations and other competition laws) and replacement product developments in our industry. Further, after an acquisition, successful integration ofthe venture can be complicated by corporate cultural differences, difficulties in retention of key personnel, customers and suppliers, and coordination with otherproducts and processes. Also, acquisitions could divert management's attention from our existing business, could result in liabilities being incurred that were notknown at the time of acquisition or could create tax or accounting issues. We also often acquire early-stage technologies, which may fail in the developmentprocess or proof-of-concept stage, or which we may not be able to integrate into or use to develop commercialized products. If we fail to timely recognize oraddress these matters or to devote adequate resources to them, we may fail to achieve our growth strategy or otherwise not realize the intended benefits of anyacquisition.

Litigation, including product liability lawsuits, may harm our business or otherwise distract our management.

We from time to time are, and may in the future be, subject to various investigations and legal proceedings that arise or may arise, such as proceedingsregarding sales and marketing practices, pricing, corruption, trade regulation and embargo legislation, including laws relating to export and trade controls, productliability, commercial disputes, employment and wrongful discharge, business disputes, securities, insider trading, occupational health and safety, environmental, taxaudits, cybersecurity, data privacy and intellectual property matters.

We also periodically receive inquiries from antitrust and competition authorities in various jurisdictions and, from time to time, are named as a defendant inantitrust lawsuits. For example, since the first quarter of 2015, more than 50 putative class action complaints have been filed in several courts across the U.S.naming as defendants contact lens manufacturers, including Alcon Laboratories, Inc. (ALI), and alleging violations of federal antitrust law, as well as the antitrust,consumer protection and unfair competition laws of various states, in connection with the implementation of unilateral price policies by the defendants in the saleof contact lenses. The cases have been consolidated in the Middle District of Florida by the Judicial Panel on Multidistrict Litigation and the claims are beingvigorously contested. See "Item 8 Financial Information—8.A. Combined Statements and Other Financial Information—Legal Proceedings".

In addition, from time to time, we are named as a defendant in product liability lawsuits and, to the extent we are, we may in the future incur materialliabilities relating to such product liability claims, including claims alleging product defects and/or alleged failure to warn of product risks. The risk of materialproduct liability litigation is increased in connection with product recalls and voluntary market withdrawals. We have voluntarily taken products off the market inthe past, including the global discontinuation of the AcrySofCachetphakic IOL, the voluntary recall of AcrySofIQ ReSTOR,AcrySofIQ ReSTORToric and certainAcrySofIQ Toric IOLs manufactured specifically for the Japan market, and the global voluntary market withdrawal of the CyPassmicro-stent. The combination ofour insurance coverage, cash flows and reserves may not be adequate to satisfy product liabilities that we may incur in the future. Successful product liabilityclaims brought against us or recalls of any of our products could have a material adverse effect on our business, results of operations or our financial condition.

Substantial, complex or extended litigation could cause us to incur large expenditures, affect our ability to market and distribute our products and distract ourmanagement. For example, intellectual

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property litigation in which we are named as a defendant from time to time could result in significant damage awards and injunctions that could prevent themanufacture and sale of the affected products or require us to make significant royalty payments to continue to sell the affected products. Lawsuits by employees,shareholders, customers or competitors, or potential indemnification obligations and limitations of our director and officer liability insurance, could be very costlyand substantially disrupt our business. Disputes with such companies or individuals from time to time are not uncommon, and we cannot be sure that we willalways be able to resolve such disputes on terms favorable to us.

Even meritless claims could subject us to adverse publicity, hinder us from securing insurance coverage in the future or require us to incur significant legalfees. As a result, significant claims or legal proceedings to which we are a party could have a material adverse effect on our business, prospects, financial conditionand results of operations.

Failure to comply with law, legal proceedings and government investigations may have a significant negative effect on our results of operations.

We are obligated to comply with the laws of all of the countries around the world in which we operate and sell products with respect to an extremely wide andgrowing range of activities. Such legal requirements can vary from country to country and new requirements may be imposed on us from time to time asgovernment and public expectations regarding acceptable corporate behavior change, and enforcement authorities modify interpretations of legal and regulatoryprovisions and change enforcement priorities. In addition, our employees, independent contractors, consultants, commercial partners and vendors may engage inmisconduct or other improper activities, including noncompliance with regulatory standards and requirements, in violation of such laws and public expectations.

For example, we are faced with increasing pressures, including new laws and regulations from around the world, to be more transparent with respect to howwe do business, including with respect to our interactions with healthcare professionals and organizations. These laws and regulations include requirements that wedisclose payments or other transfers of value made to healthcare professionals and organizations, including by our employees or third parties acting on our behalf,as well as with regard to the prices for our products. We are also subject to certain privacy laws, including Swiss privacy laws and the EU's recent General DataProtection Regulation, which includes operational and compliance requirements that are different than those previously in place and also includes significantpenalties for non-compliance.

In addition, we have significant activities in a number of developing countries around the world, both through our own employees, and through third partiesretained to assist us. In some of these countries, a culture of compliance with law may not be as fully developed as in other countries.

To help us in our efforts to comply with the many requirements that impact us, we have a significant global ethics and compliance program in place, and wedevote substantial time and resources to efforts to ensure that our business is conducted in a lawful and publicly acceptable manner. Nonetheless, any actual oralleged failure to comply with law or with heightened public expectations could lead to substantial liabilities that may not be covered by insurance, or to othersignificant losses, and could affect our business, financial position and reputation.

In particular, in recent years, there has been a trend of increasing government investigations, legal proceedings and law enforcement activities againstcompanies and executives operating in our industry, both in the United States and in countries around the world. Increasingly, such activities can involve criminalproceedings, and can retroactively challenge practices previously considered to be acceptable. For instance, in 2011, ALI received a subpoena from the UnitedStates Department of Health & Human Services relating to an investigation into allegations of healthcare fraud and potential off-label promotion of certainproducts. The subpoena requests the production of documents relating to marketing practices and the remuneration of healthcare providers in connection withsurgical

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equipment and certain Novartis products (Vigamox®, Nevanac®, Omnipred®, Econopred®). ALI is cooperating with this investigation. In addition, in 2017 and2018, Alcon and Novartis Group companies, as well as certain present and former executives and associates of Alcon and Novartis, received document requests andsubpoenas from the U.S. Department of Justice (DoJ) and the SEC requesting information concerning Alcon accounting, internal controls and business practices inAsia and Russia, including revenue recognition for surgical equipment and related products and services and relationships with third-party distributors, both beforeand after Alcon became part of the Novartis Group. Alcon and Novartis are cooperating with this investigation. Alcon aggregate net sales for its surgical and visioncare businesses in the Asia and Russia region represented 24.2%, 21.1% and 22.1% of Alcon total net sales during the years ended December 31, 2018, 2017 and2016, respectively. For additional information, including with respect to certain Novartis obligations to indemnify Alcon, see "Item 8 Financial Information—8.A.Combined Statements and Other Financial Information—Legal Proceedings".

Such proceedings are inherently unpredictable, and large judgments or penalties sometimes occur. As a consequence, we may in the future incur judgments orpenalties that could involve large cash payments, including the potential repayment of amounts allegedly obtained improperly, and other penalties, includingenhanced damages. In addition, such proceedings may affect our reputation, create a risk of potential exclusion from government reimbursement programs in theUnited States and other countries, and may lead to civil litigation. As a result, having taken into account all relevant factors, we may in the future enter into majorsettlements of such claims without bringing them to final legal adjudication by courts or other such bodies, despite having potentially significant defenses againstthem, in order to limit the risks they pose to our business and reputation. Such settlements may require us to pay significant sums of money, and to enter intocorporate integrity or similar agreements intended to regulate company behavior for a period of years, which can be costly to operate under.

Any such judgments or settlements, and any accruals that we may take with respect to potential judgments or settlements, could have a material adverseimpact on our business, financial condition or results of operations, as well as on our reputation.

We may implement product recalls or voluntary market withdrawals of our products, and this could have a material adverse effect upon our business, subjectus to regulatory actions, impact regulatory approvals of subsequent products, lead to litigation, and cause a loss of customer confidence in our products.

The manufacturing and marketing of medical devices, including surgical equipment and instruments, involve an inherent risk that our products may prove tobe defective and cause a health risk. We are also subject to a number of laws and regulations requiring us to report adverse events associated with our products.Such adverse events and potential health risks identified in our monitoring efforts or from ongoing clinical studies may lead to voluntary or mandatory marketactions, including recalls, product withdrawals or changes to the instructions for using our devices.

The FDA and similar foreign governmental authorities have the authority to require the recall of our commercialized products in the event of materialdeficiencies or defects in, for example, design, labeling or manufacture. In the case of the FDA, it has the authority to require a recall of a medical device if there isa finding of a reasonable probability that the device would cause serious adverse health consequences or death.

We may also voluntarily initiate certain field actions, such as a correction or removal of our products in the future as a result of component failures,manufacturing errors, design or labeling defects or other deficiencies and issues. If a correction or removal of one of our devices is initiated to reduce a health riskposed by the device, or to remedy a violation of the Federal Food, Drug, and Cosmetic Act (FDCA) caused by the device that may present a risk to health, thecorrection or removal must be reported to the FDA. Similarly, field actions conducted for safety reasons in the

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European Economic Area ("EEA") must be reported to the regulatory authority in each country where the field action occurs.

We have voluntarily taken products off the market in the past, including the global discontinuation of the AcrySofCachetphakic IOL, the voluntary recall ofAcrySofIQ ReSTOR,AcrySofIQ ReSTORToric, and certain AcrySofIQ Toric IOLs manufactured specifically for the Japan market, and the global voluntarymarket withdrawal of the CyPassmicro-stent. Based on this experience, we believe that the occurrence of a recall could result in significant costs to us, potentialdisruptions in the supply of our products to our customers and adverse publicity, all of which could harm our ability to market our products. A recall of one of ourproducts or a similar competing product manufactured by another manufacturer could impair sales and subsequent regulatory approvals of other similar productswe market and lead to a general loss of customer confidence in our products. A product recall could also lead to a health authority inspection or other regulatoryaction or to us being named as a defendant in lawsuits. See "—Litigation, including product liability lawsuits, may harm our business or otherwise distract ourmanagement" above.

Our voluntary market withdrawal of our CyPass micro-stent glaucoma product in August 2018 will have an adverse impact on our business and may result inadditional liability.

In August 2018, we announced the immediate, voluntary market withdrawal of our CyPassmicro-stent, designed to reduce intraocular pressure in thetreatment of glaucoma, from the global market based on an analysis of the five-year post-surgery data from the COMPASS-XT long-term safety study. The five-year post-surgery data showed that the subjects who received the CyPassmicro-stent at the time of cataract surgery experienced statistically significant endothelialcell loss compared to subjects who underwent cataract surgery alone. In connection with this voluntary market withdrawal, which the FDA subsequently classifiedas a Class I recall, we have communicated and will continue to communicate directly with ophthalmic surgeons with recommendations for evaluating andmanaging patients who have received a CyPassmicro-stent, as well as instructions for returning any unused devices. In addition, we may become the subject ofclaims or other actions in connection with this market action. In the year ended December 31, 2018, we recognized an impairment charge of $337 million inrelation to the CyPassmicro-stent market withdrawal. Although we cannot predict the full impact of the voluntary market withdrawal of our CyPassmicro-stent,such withdrawal and related impacts could have a material adverse effect on our business, financial condition, results of operations and reputation.

Significant breaches of data security or disruptions of information technology systems and the use of Internet, social media and mobile technologies couldadversely affect our business and expose people's personal information.

We are heavily dependent on critical, complex and interdependent information technology systems, including Internet-based systems, to support our businessprocesses. In addition, Alcon and our employees rely on Internet and social media tools and mobile technologies as a means of communication and to gatherinformation, which can include people's personal information. We are also increasingly seeking to develop technology-based products to improve patient welfare ina variety of ways, which could also result in us gathering personal information about patients and others electronically.

The size and complexity of our information technology systems, and, in some instances, their age, make them potentially vulnerable to external or internalsecurity incidents, breakdowns, malicious intrusions, cybercrimes, including State-sponsored cybercrimes, malware, misplaced or lost data, programming or humanerrors, or other similar events. Like many companies, we have experienced certain of these events and expect to continue to experience them in the future and, asthe external cyber-attack threat only keeps growing, we may not be able to prevent future breakdowns or breaches

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in our systems and we may not be able to prevent such events from having a material adverse effect on our business, financial condition, results of operations orreputation. See the risk factor "—We may experience difficulties implementing our new enterprise resource planning system" below for more details on ourongoing implementation of a new enterprise resource planning system.

Any such event could negatively impact important business processes, such as the conduct of scientific research and clinical trials, the submission of theresults of such efforts to health authorities in support of requests for product approvals, the functioning of our manufacturing and supply chain processes, ourcompliance with legal obligations and our other key business activities, including our employees' ability to communicate with one another and with third parties.Such potential information technology issues could also lead to the loss of important information such as trade secrets or other intellectual property and couldaccelerate the development or manufacturing of competing products by third parties. Furthermore, malfunctions in software or in devices that make significant useof information technology, including our surgical equipment, could lead to a risk of harm to patients.

In addition, our routine business operations, including through the use of information technologies such as the Internet, social media, mobile technologies, andtechnology-based medical devices like our surgical equipment, also increasingly involve our gathering personal information (including sensitive personalinformation) about patients, vendors, customers, employees, collaborators and others. Breaches of our systems or those of our third-party contractors, or otherfailures to protect such information, could expose such people's personal information to unauthorized persons. Any such event could give rise to significantpotential liability and reputational harm, including potentially substantial monetary penalties. We also make significant efforts to ensure that any internationaltransfers of personal data are done in compliance with applicable law. We are subject to certain privacy laws, including Swiss privacy laws and the EU's recentGeneral Data Protection Regulation, which includes operational and compliance requirements that are different than those previously in place and also includessignificant penalties for non-compliance. Failure to comply with these laws could lead to significant liability. In addition, any additional restraints that may beplaced on our ability to transfer such data could have a material adverse effect on our business, financial condition, results of operations and reputation.

We also use Internet, social media and mobile tools as a means to communicate with the public, including about our products or about the diseases ourproducts are intended to treat. However, such uses create risks, such as the loss of trade secrets or other intellectual property. In addition, there continue to besignificant uncertainties as to the rules that apply to such communications, and as to the interpretations that health authorities will apply in this context to the rulesthat do exist. As a result, despite our efforts to comply with applicable rules, there is a significant risk that our use of Internet, social media and mobile technologiesfor such purposes may cause us to nonetheless be found in violation of them.

Our dependence upon information technology, including any breaches of data security, technology disruptions, privacy violations, or other uses ofinterconnected technologies could give rise to the loss of trade secrets or other intellectual property, to the public exposure of personal information, and tointerruptions to our operations, and could result in enforcement actions or liability, including potential government fines, claims for damages, and shareholders'litigation. Any such events could require us to expend significant resources beyond those we already invest to further modify or enhance our protective measures,to remediate any damage, and to enable the continuity of our business. Such events could have a material adverse effect on our business, financial condition, resultsof operations and reputation.

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We may experience difficulties implementing our new enterprise resource planning system.

We are engaged in a multi-year implementation of a new ERP system across our global commercial and manufacturing operations, which is intended toenhance and streamline our existing ERP system. ERP implementations are inherently complex and time-consuming projects that involve substantial expenditureson system software, implementation activities and business process reengineering. Any significant disruption or deficiency in the design and implementation of ournew ERP system could adversely affect our ability to process orders, ship our products, provide services and customer support, fulfill contractual obligations orotherwise operate our business, and could have a material adverse effect on our business, financial condition or results of operations. For additional information,see "Item 4. Information on the Company—4.A. History and Development of the Company—Significant Acquisitions, Dispositions and other Events".

An inability to attract and retain qualified personnel could adversely affect our business.

We highly depend upon skilled personnel in key parts of our organization, and we invest heavily in recruiting, training and retaining qualified individuals,including significant efforts to enhance the diversity of our workforce. The loss of the service of key members of our organization—including senior members ofour scientific and management teams, high-quality researchers and development specialists and skilled personnel in developing countries—could delay or preventthe achievement of major business objectives.

Our future growth will demand talented associates and leaders, yet the market for talent has become increasingly competitive. In particular, emerging marketsare expected to continue to be an important source of growth, but in many of these countries there is a limited pool of executives with the training and internationalexperience needed to work successfully in a global organization like Alcon.

In addition, shifting demographic trends are expected to result in fewer students, fewer graduates and fewer people entering the workforce in the Westernworld in the next 10 years. Moreover, many members of younger generations around the world have changing expectations toward careers, engagement and theintegration of work in their overall lifestyles.

The supply of talent for certain key functional and leadership positions is decreasing, and a talent gap is visible for some professions and geographies—engineers in Germany, for example. Recruitment is increasingly regional or global in specialized fields such as clinical development, biosciences, chemistry andinformation technology. In addition, the geographic mobility of talent is expected to decrease in the future, with talented individuals in developed and developingcountries anticipating ample career opportunities closer to home than in the past. This decrease in mobility may be worsened by anti-immigrant sentiments in manycountries, and laws discouraging immigration.

In addition, our ability to hire qualified personnel also depends on the flexibility to reward superior performance and to pay competitive compensation. Laws,regulations and customary practice on executive compensation, including legislation and customary practice in our home country, Switzerland, may restrict ourability to attract, motivate and retain the required level of qualified personnel. For example, pay benchmarks for Swiss and other European companies may beinconsistent with the current market in the United States, making it more difficult to recruit U.S. talent. Further, we may lose talent in connection with theseparation and spin-off, as certain functions are expected to be moved from the United States to Switzerland, and certain U.S. employees may be unwilling orunable to make such transition.

We face intense competition for an increasingly limited pool of qualified individuals from numerous healthcare companies, universities, governmental entities,research institutions, other companies seeking to enter the healthcare space and companies in other industries. As a result, we may

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be unable to attract and retain qualified individuals in sufficient numbers, which could have an adverse effect on our business, financial condition and results ofoperations, including, but not limited to, a loss of customer relationships.

Our third-party insurance may not be sufficient to cover all of our property and casualty, business interruption and liability risks.

The medical device business involves an inherent risk of product liability and any claims of this type could have an adverse impact on us. Furthermore, wehave all the risks of property and casualty, general liability, business interruption and environmental liability exposures that are typical of a public enterprise withmanufacturing and marketing activities. Although we intend to purchase insurance coverage from third parties, there can be no assurance that our third-partyinsurance coverage, assets and internally generated cash flows will be adequate to provide for future liability claims and other such losses. Any significant lossesfrom these risks could have a material adverse effect on our business, financial condition or results of operations.

If any of numerous key assumptions and estimates in calculating our pension plan obligations turn out to be different from our actual experience, we may berequired to increase substantially our contributions to pension plans as well as the amount we pay toward pension-related expenses in the future.

We sponsor pension and other post-employment benefit plans in various forms. These plans cover a significant portion of our associates. While most of ourplans are now defined contribution plans, certain of our associates remain under defined benefits plans. For these defined benefits plans, we are required to makesignificant assumptions and estimates about future events in calculating the present value of expected future plan expenses and liabilities. These includeassumptions used to determine the discount rates we apply to estimated future liabilities and rates of future compensation increases. Assumptions and estimates weuse may differ materially from the actual results we experience in the future, due to changing market and economic conditions, higher or lower withdrawal rates, orlonger or shorter life spans of participants, among other variables. For example, in 2018, a decrease in the interest rate we apply in determining the present value ofexpected future total defined benefit plan obligations (consisting of pension and other post-employment benefit obligations) of one-quarter of one percent wouldhave increased our year-end defined benefit obligation for plans in Switzerland, the U.S., the UK and Germany, which represent 83% of our total defined benefitplan obligations, by $29 million. Any differences between our assumptions and estimates and our actual experience could require us to make additionalcontributions to our pension funds. Further, additional employer contributions might be required if plan funding falls below the levels required by local rules. Eithersuch event could have a material adverse effect on our business, financial condition or results of operations.

Regulatory clearance and approval processes for our products are expensive, time-consuming and uncertain, and the failure to obtain and maintain requiredregulatory clearances and approvals could prevent us from commercializing our products.

Our businesses are subject to varying degrees of governmental regulation in the countries in which we operate, and the general trend is toward increasinglystringent regulation. The exercise of broad regulatory powers by the FDA continues to result in increases in the amounts of testing and documentation required forthe commercialization of regulated products and a corresponding increase in the expense of product introduction. Similar trends are also evident in the EU and inother markets throughout the world. Compliance with these laws and regulations is costly and materially affects our business. Among other effects, health careregulations substantially increase the time, difficulty, and costs incurred in obtaining and maintaining approval to market newly developed and existing products.

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Most of our products are regulated as medical devices and face difficult development and approval processes in most jurisdictions we operate in, particularlyin the U.S. and EU. The U.S. and EU each use a risk-based classification system to determine the type of information that must be provided to the local regulatorybodies in order to obtain the right to market a product. In the U.S., many of our devices are either Class II devices that require FDA clearance of a 510(k) pre-market notification or Class III devices that require FDA approval of a pre-market approval (PMA) application. In the EEA, our device products are not subject topre-market governmental authority approval but must undergo a conformity assessment procedure to demonstrate compliance with the applicable essentialrequirements set forth in the EU Medical Devices Directive, before the product may be CE marked and placed on the market. For most Class I devices, themanufacturer may self-certify compliance with the applicable essential requirements, but for all other devices a notified body must be involved in the conformityassessment procedure and issue a CE Certificate of Conformity. Some of our products are regulated as drug products and are also subject to various pre-marketregulatory requirements. For example, in the U.S., drug products must either be the subject of an approved drug application or be marketed in accordance with anover-the-counter drug monograph.

Clinical trials may be required to obtain clearance or approval of our products or may be required as a condition of approval. Clinical trial activities are subjectto extensive regulation and review by numerous governmental authorities, both in and outside of the U.S. For example, outside the U.S., an increasing number oflocal regulators, particularly in Europe and Asia, have started to require the performance of local clinical trials as part of heightened regulatory review and approvalprocesses for new products. We, regulatory authorities, or the reviewing institutional review board, may suspend a clinical trial at any time for various reasons,including a belief that the risks to study subjects outweigh the anticipated benefits. We cannot be certain that the results of any clinical trial will support our productclaims or that the applicable regulatory authorities and notified bodies will agree with our conclusions regarding them. The clinical trial process may fail todemonstrate that our products are safe and effective for the proposed indicated uses, which could cause us to abandon a product and may delay development ofothers. Any delay or termination of our clinical trials will delay the filing of our product submissions and, ultimately, our ability to commercialize our products andgenerate revenues.

The process of developing new products and obtaining necessary FDA clearance or approval, CE marking, or other regulatory marketing authorization islengthy, expensive, and uncertain. Our potential products could take a significantly longer time than we expect to gain marketing authorization or may never gainsuch marketing authorization. Regulatory authorities may require additional testing or clinical data to support marketing authorization, delaying authorization andmarket entry of our products. Even if the FDA or another regulatory agency or notified body approves a product, the approval may limit the indicated uses for aproduct, may otherwise limit our ability to promote, sell and distribute a product or may require post-marketing studies or impose other post-marketing obligations.There is no assurance that we will be able to obtain the necessary regulatory clearances or approvals for any product on a timely basis or at all. If a regulatoryauthority delays authorization of a potentially significant product, our market value and operating results may decline. Similarly, if we are unable to obtainregulatory approval or CE marking of our products, we will not be able to market these products, which would result in a decrease in our sales.

In addition, if our regulatory registrations, licenses or authorizations, such as marketing authorizations, establishment registrations or clinical trial applicationsor notifications, are transferred to a new corporate entity or our or our relevant subsidiary's legal name changes, we may be required to notify regulatory authoritiesor update such registrations or authorizations. We cannot assure you that we will successfully maintain the registrations, licenses, clearances or other authorizationswe have received or may receive in the future. We also routinely make minor modifications to our products, labelling, instructions for use, manufacturing processand packaging that may trigger a requirement to notify regulatory authorities or to update such registrations or authorizations. This may subsequently

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require us to manage multiple versions of individual products around the world, depending on the status of any re-registration approvals. Managing such multipleversions may require additional inventory in the form of "bridging stock", extensive redress operations and inventory increases that could exceed our manufacturingcapacity or supply chain ability at the time. This could result in prolonged product shortages that could negatively impact our sales, both in terms of anyunavailable products and the potential loss of customers that opt for another supplier.

The loss of previously received clearances or approvals, or the failure to comply with existing or future regulatory requirements could also have a materialadverse effect on our business. For example, we offer custom surgical pack products that combine both Alcon and third-party products. Changes in local regulatorystatutes, health authority practices, or local importation laws, or the failure of Alcon or our suppliers comply with them, could result in our products being barredfrom importation into a given territory. Continued growth in our sales and profits will depend, in part, on the timely and successful introduction and marketing ofsome or all of the products we are currently pursuing approval for.

The manufacture of our products is highly regulated and complex, and may result in a variety of issues that could increase our cost of goods and lead toextended supply disruptions and significant liability.

The manufacture of our product portfolio is complex and heavily regulated by governmental health authorities around the world, including the FDA. Whetherour products and the related raw materials are manufactured at our own dedicated manufacturing facilities or by third parties, we must ensure that all manufacturingprocesses comply with current Good Manufacturing Practices (cGMP), quality system requirements, and other applicable regulations, as well as with our own highquality standards. In recent years, health authorities have substantially intensified their scrutiny of manufacturers' compliance with such requirements.

Any significant failure by us or our third-party suppliers to comply with these requirements or the health authorities' expectations may cause us to shut downour production facilities or production lines. Alternatively, we may be forced to shut them down by a government health authority, or could be prevented fromimporting our products from one country to another. This could lead to product shortages, or to our being entirely unable to supply products to customers andconsumers for an extended period of time. Such shortages or shutdowns have led to and could continue to lead to significant losses of sales revenue and to potentialthird-party litigation. In addition, health authorities have in some cases imposed significant penalties for such failures to comply with regulatory requirements. Afailure to comply fully with regulatory requirements could also lead to a delay in the approval of new products to be manufactured at the impacted site.

Thus, complex production processes and compliance with regulatory requirements can increase our cost of producing our products, and any significantdisruption in the supply of our products could impact our sales, either of which could have a material adverse effect on our business, financial condition or resultsof operations, as well as our reputation.

We may be subject to penalties if we fail to comply with post-approval legal and regulatory requirements and our products could be subject to restrictions orwithdrawal from the market.

The research, development, testing, manufacturing, sale and marketing of our products are subject to extensive governmental regulation. Governmentregulation includes inspection of and controls over testing, manufacturing, safety and environmental controls, efficacy, labeling, advertising, marketing, promotion,record keeping, tracking, reporting, distributing, import, export, samples, electronic records and electronic signatures.

Among other requirements, we are required to comply with applicable adverse event and malfunction reporting requirements for our products. For example,for our medical device products, in

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the U.S. we are required to report to the FDA any incident in which one of our marketed devices may have caused or contributed to a death or serious injury or hasmalfunctioned and the malfunction of the device or a similar device that we market would be likely to cause or contribute to death or serious injury if themalfunction were to recur. In addition, all manufacturers placing medical devices on the market in the EEA are legally required to report any serious or potentiallyserious incidents involving devices produced or sold by the manufacturer to the relevant authority in those jurisdictions where any such incident occurred.

Our advertising and promotional activities are also subject to stringent regulatory rules and oversight. The marketing approvals from the FDA and otherregulators of certain of our products are, or are expected to be, limited to specific uses. We are prohibited from marketing or promoting any uncleared orunapproved use of our product, referred to as "off-label" use. In addition to promoting our products in a manner consistent with our clearances and approvals, wemust have adequate substantiation for the claims we make for our products. If any of our claims are determined to be false, misleading or deceptive, we could besubject to enforcement action. In addition, unsubstantiated claims also present a risk of consumer class action or consumer protection litigation and competitorchallenges. In the past, we have had to change or discontinue promotional materials because of regulatory agency requests, and we are exposed to that possibility inthe future.

Failure to comply with statutes and regulations administered by the FDA and other regulatory bodies or failure to adequately respond to any notices ofviolation or any similar reports could result in, among other things, any of the following enforcement actions:

• warning letters or untitled letters issued by the FDA;

• fines, civil penalties, inremforfeiture proceedings, injunctions, consent decrees and criminal prosecution;

• detention of imported products;

• delays in approving, or refusal to approve, our products;

• withdrawal or suspension of approval of our products or those of our third-party suppliers by the FDA or other regulatory bodies;

• product recall or seizure;

• operating restrictions or interruption of production; and

• inability to export to certain foreign countries.

If any of these items were to occur, it could result in unanticipated expenditures to address or defend such actions, could harm our reputation and couldadversely affect our business, financial condition and results of operations.

We are subject to laws targeting fraud and abuse in the healthcare industry, the violation of which could adversely affect our business or financial results.

We are subject to various federal, state and non-U.S. laws pertaining to healthcare fraud and abuse, including anti-kickback laws and physician self-referrallaws. The U.S. federal healthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receivingremuneration to induce, or in return for, purchasing, leasing, ordering, arranging for or recommending the purchase, lease or order of any healthcare item or servicereimbursable under Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements betweenmedical device manufacturers, on the one hand, and prescribers, purchasers, formulary managers and other healthcare-related professionals, on the other hand. Dueto recent legislative changes, a person or entity no longer needs to have actual knowledge of this statute

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or specific intent to violate it. In addition, the government may assert that a claim including items or services resulting from a violation of the federal anti-kickbackstatute constitutes a false or fraudulent claim for purposes of the false claims statutes. Pricing and rebate programs must comply with the Medicaid drug rebaterequirements of the Omnibus Budget Reconciliation Act of 1990, as amended, the Veterans Health Care Act of 1992, as amended, and the Deficit Reduction Act of2005, as amended. The statutes and regulations governing the various price reporting requirements are complex and have changed over time, and the U.S.government has not given clear guidance on many issues. In addition, recent statutory and regulatory developments have not yet been applied by the government orcourts to specific factual situations. We believe that Alcon is in compliance with all applicable government price reporting requirements, but there is the potentialthat the Centers for Medicare & Medicaid Services (CMS), other regulatory and law enforcement agencies or a court could arrive at different interpretations, withadverse financial or other consequences for us. If products are made available to authorized users of the Federal Supply Schedule of the General ServicesAdministration, additional laws and requirements apply. All of these activities are also potentially subject to federal and state consumer protection and unfaircompetition laws. Some European Union bodies and most European Union member states and Japan impose controls and restrictions that are similar in nature oreffect to those described above.

In recent years, the federal government and several states have enacted legislation requiring medical device companies to establish marketing complianceprograms and file other periodic reports. Similar legislation is being considered in other states. Many of these requirements are new and uncertain, and availableguidance is limited. We could face enforcement action, fines and other penalties and could receive adverse publicity, all of which could harm our business, if it isalleged that we have failed to fully comply with such laws and regulations. Similarly, if the physicians or other providers or entities that we do business with arefound to have not complied with applicable laws, they may be subject to sanctions, which could also have a negative impact on our business.

Depending on the circumstances, failure to meet these applicable legal and regulatory requirements can result in criminal prosecution, fines or other penalties,injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of pre-marketing product approvals, private " quitam"actions brought by individual whistleblowers in the name of the government, or refusal to allow us to enter into supply contracts, including government contracts,any of which could have a material adverse effect on our business, financial condition or results of operations.

Legislative and regulatory reforms may impact our ability to develop and commercialize our products.

The global regulatory environment is increasingly stringent and unpredictable. Any changes or new requirements relating to the regulatory approval process orpostmarket requirements applicable to our products in any jurisdiction could be costly and onerous to comply with and could have an adverse effect on ourbusiness, financial condition and results of operations. For example, in 2017 the EU published a new EU Medical Devices Regulation, which has introducedsubstantial changes to the requirements for medical device manufacturers bringing new products to the EU market, including with respect to clinical development,labelling, technical documentation and quality management systems. The regulation has a three-year implementation period. Medical devices placed on the marketin the EU after May 2020 will require certification according to these new requirements, except that devices with valid CE certificates, issued pursuant to theMedical Device Directives before May 2020, can be placed on the market until those certificates expire, at the latest in May 2024, provided there are no significantchanges in the design or intended purpose of the device. In addition, several countries that did not have regulatory requirements for medical devices haveestablished such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. While harmonization of globalregulations has been pursued, requirements continue to differ significantly

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among countries. Further, the FDA is also pursuing various efforts to modernize its regulation of devices, including potential changes to the 510(k) pathway such aslimiting reliance on older predicate devices and establishing an alternative 510(k) pathway that permits reliance on objective performance criteria. We expect thisglobal regulatory environment to continue to evolve, which could impact the cost of, the time needed to approve, and ultimately, our ability to maintain existingapprovals or obtain future approvals for, our products.

In the U.S., there have been a number of health care reform legislative and regulatory measures proposed and adopted at the federal and state governmentlevels that affect the health care system generally and that have had significant impact on our business. For example, the 2010 Patient Protection and AffordableCare Act (the "ACA") made extensive changes to the delivery of health care in the United States including, among other changes: (i) a 2.3 percent excise tax,currently suspended through December 31, 2019, on any entity that manufactures or imports medical devices offered for sale in the U.S., with limited exceptions(one of which is for contact lenses) and (ii) new reporting and disclosure requirements on medical device manufacturers for certain payments or other "transfers ofvalue" made to physicians and teaching hospitals, and any ownership or investment interests in the device manufacturer held by physicians or their immediatefamily members (except ownership in publicly traded companies). In addition, the purchase of contact lenses currently requires a prescription under the ContactLens Consumers Act. Should the purchase of contact lenses become permissible without a prescription under amended legislation, this could disintermediatetraditional distribution models, including the ECP channel in which Alcon has a significant presence.

Full implementation of these various measures could result in decreased net revenues from or increased expenses for our products. In addition, new legislationand new regulations and interpretations of existing health care statutes and regulations are frequently adopted, any of which could affect our future business andresults of operations. For example, in December 2017, certain portions of the ACA relating to the individual mandate insurance program were effectively repealedby the Tax Cuts and Jobs Act of 2017, and the current U.S. President and/or the U.S. Congress may seek to repeal other portions of the ACA. In December 2018, afederal district court judge in Texas found the ACA to be unconstitutional, although the ruling was stayed while the case is appealed. Also, any adoption of healthcare reform proposals on a state-by-state basis in the U.S. could require us to develop state-specific marketing and sales approaches. At this time, we cannot predictwhich, if any, proposed measures might be adopted or their full effect on our business.

Finally, within our surgical business, a considerable portion of our sales and sales growth rely on patient-pay premium technologies, in markets where accessto these technologies has been established. For example, in the U.S., two landmark rulings issued by the CMS established a bifurcated payment system for certainof our AT-IOLs pursuant to which part of the cost of the cataract surgery with such AT-IOLs would be reimbursed under Medicare, with the remaining cost paidout-of-pocket. For more details, see "Item 4. Information on the Company—4.B. Business Overview—Our Products—Surgical". To the extent regulatory bodies inthe U.S., such as CMS, or other health authorities outside the U.S., decide to amend the regulations governing patient-pay reimbursement for advancedtechnologies, our sales and sales growth could be negatively impacted.

We are subject to environmental, health and safety laws and regulations, and may face significant costs or liabilities associated with environmental, health andsafety matters.

We are subject to numerous federal, state and local environmental, health and safety laws and regulations, including relating to the discharge of regulatedmaterials into the environment, human health and safety, laboratory procedures and the generation, handling, use, storage, treatment, release and disposal ofhazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Ouroperations also produce hazardous waste products. We generally contract with third parties for the disposal of these hazardous

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materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from ourgeneration, handling, use, storage, treatment, release or disposal of hazardous materials or wastes, we could be held liable for any resulting damages, and anyliability could materially adversely affect our business, operating results or financial condition. Although we maintain workers' compensation insurance, thisinsurance may not provide adequate coverage against potential liabilities. If we fail to comply with applicable environmental, health and safety laws andregulations, we may face significant administrative, civil or criminal fines, penalties or other sanctions. In addition, we may incur substantial costs in order tocomply with current or future environmental, health and safety laws and regulations, which have tended to become more stringent over time, including anypotential laws and regulations that may be implemented in the future to address global climate change concerns. Compliance with current or future environmental,health and safety laws and regulations may increase our costs or impair our research, development or production efforts.

Alcon Pharmaceuticals Ltd ("APL") is party to an investment tax incentive with the Swiss State Secretariat for Economic Affairs in Switzerland (the "SECO")and the Canton of Fribourg, Switzerland that allowed APL to benefit from a ten year investment tax incentive, subject to satisfying certain ongoing obligationsthrough the financial year ending December 31, 2022. Alcon will be subject to significant liability if it fails to comply with such ongoing requirements relatedto its operations in the Canton of Fribourg.

Our subsidiary APL, which historically participated in both the surgical and vision care businesses to be conducted by Alcon, as well as the ophthalmologypharmaceutical business now conducted by Novartis Ophthalmics AG, Fribourg ("NOAG"), has benefitted from an investment tax incentive granted by the SECOand the Canton of Fribourg, Switzerland in respect of both Swiss federal taxes and Fribourg cantonal / communal taxes for the fiscal years ended December 31,2007 through December 31, 2017. This tax incentive is subject to a five year "claw-back" period if APL does not continue to meet certain requirements related toits operations in Fribourg.

In connection with the separation of the Novartis ophthalmology pharmaceutical business into NOAG and the anticipated separation and spin-off of the AlconBusiness, it has been agreed with the Canton of Fribourg that each of APL and NOAG will have separate and standalone obligations and potential liabilities inconnection with the five year claw-back period relating to the Fribourg investment tax incentive granted to APL. In particular, APL may be required to pay a "claw-back" amount of up to CHF 1.3 billion to the Fribourg tax authorities if APL fails to: (1) remain tax resident in Fribourg, (2) continue certain business activities inFribourg, and (3) employ a certain minimum number of employees in Fribourg. Since December 31, 2018, our "claw-back" obligation has begun to be reducedeach year by 20% of the original maximum amount and will expire on December 31, 2022.

We intend to conduct APL's operations so as to comply with these requirements in all respects. However, there can be no assurance we will be able to meet, orthat the Canton of Fribourg will not successfully challenge our compliance with, these requirements. If the Canton of Fribourg successfully challenges ourcompliance with these requirements, we would be required to pay all or a portion of the "claw-back" amount.

We are a multinational business that operates in numerous tax jurisdictions. Changes in tax law or their application in the jurisdictions in which we operate, orsuccessful challenges to our tax positions by tax authorities, could adversely affect our results of operations.

We conduct operations in multiple tax jurisdictions, and the tax laws of those jurisdictions generally require that the transfer prices between affiliatedcompanies in different jurisdictions be the same as those between unrelated companies dealing at arm's length, and that such prices are supported bycontemporaneous documentation. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transferpricing procedures are not binding

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on applicable tax authorities. If tax authorities in any of these jurisdictions were to successfully challenge our transfer prices as not reflecting arm's lengthtransactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in ahigher overall tax liability to us, and possibly interest and penalties, and could adversely affect our business, results of operations and financial condition.

Additionally, the integrated nature of our worldwide operations can produce conflicting claims from tax authorities in different countries as to the profits to betaxed in the individual countries. The majority of the jurisdictions in which we operate have double tax treaties with other foreign jurisdictions, which provide aframework for mitigating the impact of double taxation on our revenues and capital gains. However, mechanisms developed to resolve such conflicting claims arelargely untested, and can be expected to be very lengthy.

In recent years, tax authorities around the world have increased their scrutiny of company tax filings, and have become more rigid in exercising any discretionthey may have. As part of this, the Organization for Economic Co-operation and Development (OECD) has proposed an initiative that will result in local tax lawchanges under its Base Erosion and Profit Shifting (BEPS) Action Plans to address issues of transparency, coherence and substance.

At the same time, the European Commission is finalizing its Anti Tax Avoidance Directive, which seeks to prevent tax avoidance by companies and to ensurethat companies pay appropriate taxes in the markets where profits are effectively made and business is effectively performed. The European Commission alsocontinues to extend the application of its policies seeking to limit fiscal aid by Member States to particular companies, including by investigating Member States'practices regarding the issuance of rulings on tax matters relating to individual companies. Furthermore, new EU regulations introducing mandatory automaticexchange of information in relation to "reportable cross-border arrangements" entered into effect on June 25, 2018 and the Member States are required to transposesuch regulation into their respective national legislation by December 31, 2019 and apply the new rules from July 1, 2020. The first automatic exchange ofinformation in relation to "reportable cross-border arrangements" will have to take place by October 31, 2020. Over time, these new disclosure requirements mayresult in significant changes to the manner in which tax authorities and taxpayers view the application of established tax rules.

These OECD and EU tax reform initiatives require local country implementation, including in our home country of Switzerland, which may result insignificant changes to established tax principles. Although we have taken steps to be in compliance with the evolving OECD and EU tax initiatives, and willcontinue to do so, significant uncertainties remain as to the outcome of these initiatives and their impact on us as a taxpayer.

In addition, on December 22, 2017, the President of the United States signed into law legislation commonly known as the Tax Cuts and Jobs Act (the"TCJA"). The TCJA includes substantial changes to the U.S. taxation of individuals and businesses. Although the TCJA substantially decreased tax rates applicableto corporations in the U.S., we do not yet know what all of the consequences of the TCJA will be. In particular, significant uncertainties remain as to how the U.S.government will implement the new law, including with respect to the tax qualification of interest deductions, the concept of a territorial tax regime, royaltypayments and cost of goods sold.

Furthermore, Switzerland is considering the implementation of corporate tax reform, which could become effective as early as the first quarter of 2019.Currently, we do not expect Swiss corporate tax reform to have a material effect upon our business or financial condition. However, Swiss corporate tax reformremains pending and subject to change and could be enacted in a materially different form or could be administered or implemented in a manner different than ourexpectations. Accordingly, there can be no assurance that Swiss corporate tax reform will not adversely affect our business or financial condition.

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In general, tax reform efforts, including with respect to tax base or rate, transfer pricing, intercompany dividends, cross border transactions, controlledcorporations, and limitations on tax relief allowed on the interest on intercompany debt, will require us to continually assess our organizational structure and couldlead to an increased risk of international tax disputes, an increase in our effective tax rate and an adverse effect on our financial condition.

Intangible assets and goodwill on our books may lead to significant impairment charges in the future.

We carry a significant amount of goodwill and other intangible assets on our combined balance sheet, primarily due to the value of the Alcon brand name, andalso associated with our technologies, acquired research and development, currently marketed products and marketing know-how. As a result, we may incursignificant impairment charges in the future if the fair value of the intangible assets and the groupings of cash generating units containing goodwill would be lessthan their carrying value on our combined balance sheet at any point in time.

We regularly review our long-lived intangible and tangible assets, including identifiable intangible assets, investments in associated companies and goodwill,for impairment. Goodwill, intangible assets with an indefinite useful life, acquired research projects not ready for use, and acquired development projects not yetready for use are subject to impairment review at least annually. Other long-lived assets are reviewed for impairment when there is an indication that an impairmentmay have occurred.

For a detailed discussion of how we determine whether an impairment has occurred, what factors could result in an impairment and the impact of impairmentcharges on our results of operations, see "Note 3. Significant accounting policies—Impairment of goodwill and intangible assets" to our combined financialstatements included elsewhere in this Form 20-F.

Our existing and expected debt agreements may limit our flexibility to operate our business or adversely affect our business and our liquidity position.

In connection with the completion of the spin-off, we expect to incur $3.5 billion in total indebtedness and, as of the completion of the spin-off, we expect tohave $1.8 billion of outstanding non-current financial debt and $1.7 billion of outstanding current financial debt. In addition, we may incur additional indebtednessin the future and, if we are unable to raise sufficient debt on acceptable terms, we may be required to agree to less favorable terms than desired, such as higherinterest rates or more restrictive covenants. Our existing and any future debt may require us to dedicate a portion of our cash flows to service interest and principalpayments and, if interest rates rise, this amount may increase. Our indebtedness may also increase from time to time in the future for various reasons, includingfluctuations in operating results, capital expenditures and potential acquisitions.

Any indebtedness we incur could:

• make it difficult for us to satisfy our obligations, including making interest payments on our debt obligations;

• require us to dedicate a portion of our cash flows to payments on our debt, reducing our ability to use our cash flows to fund capital expenditures,BD&L or other strategic transactions, working capital and other general operational requirements, or to pay dividends to our shareholders;

• limit our flexibility to plan for and react to changes in our business;

• negatively impact our credit rating and increase the cost of servicing our debt;

• place us at a competitive disadvantage relative to some of our competitors that have less debt than us;

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• increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business orthe economy; and

• make it difficult to refinance our existing and expected debt or incur new debt on terms that we would consider to be commercially reasonable, if atall.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition or result of operations or cause asignificant decrease in our liquidity and impair our ability to pay amounts due on our indebtedness.

We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing shareholders.

We may need to raise additional funds in order to:

• finance unanticipated working capital requirements or refinance our existing and expected indebtedness;

• develop or enhance our infrastructure and our existing products and services;

• engage in mergers and acquisitions or strategic BD&L transactions;

• fund strategic relationships;

• respond to competitive pressures; and

• otherwise acquire complementary businesses, technologies, products or services.

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, ourability to fund any potential expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond tocompetitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of ourthen-existing shareholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existingshareholders.

RisksRelatedtotheSeparationfromNovartis

The spin-off may not be successful and as an independent, publicly traded company, we will not enjoy the same benefits that we did as a subsidiary of Novartis.

Upon completion of the spin-off, we will be a standalone public company. The process of becoming a standalone public company may distract ourmanagement from focusing on our business and strategic priorities. Further, we may not be able to issue debt or equity on terms acceptable to us or at all and wemay not be able to attract and retain employees as desired. We also may not fully realize the anticipated benefits of the separation and of being a standalone publiccompany, or the realization of such benefits may be delayed, if any of the risks identified in this "Risk Factors" section, or other events, were to occur. For example,the transfer to us of the Brazil surgical and vision care business by Novartis may be delayed due to local regulatory and other requirements. Although Novartis isexpected to pass through to us the risks and benefits of the Brazil business until such transfer is completed, the transfer may take longer than expected.

In addition, we enjoyed certain benefits as a subsidiary of Novartis, including:

• strong capital base and financial strength;

• access to Novartis global information technology infrastructure;

• preferred status among our partners and employees; and

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• established relationships with government regulators.

As a separate public company, we will be a smaller and less diversified company than Novartis, and we may not have access to financial and other resourcescomparable to those available to Novartis prior to the separation and spin-off. We cannot predict the effect that the spin-off and the separation will have on ourrelationship with partners or employees or our relationship with government regulators. We may also be unable to obtain goods, technology and services at pricesand on terms as favorable as those available to us prior to the spin-off. Furthermore, as a less diversified company, we may be more likely to be negativelyimpacted by changes in global market conditions, regulatory reforms and other industry factors, which could have a material adverse effect on our business,prospects, financial condition and results of operations.

We may not achieve some or all of the expected benefits of the separation and spin-off, and the separation and spin-off may adversely affect our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the separation and spin-off, or such benefits may be delayed ornot occur at all. The separation and spin-off are expected to provide the following benefits, among others:

• enhanced strategic and management focus;

• creation of a more nimble medical device company with ability to quickly focus on innovating products to meet the needs of the market;

• distinct investment identity;

• more efficient allocation of capital;

• direct access to capital markets; and

• alignment of incentives with performance objectives.

We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

• the separation will require significant amounts of management's time and effort, which may divert management's attention from operating andgrowing our business;

• following the separation and the spin-off, we may be more susceptible to market fluctuations and other adverse events than if we were still a part ofNovartis;

• the costs associated with being a standalone public company;

• following the separation and the spin-off, our business will be less diversified than the Novartis business prior to the separation; and

• the other actions required to separate our and Novartis respective businesses could disrupt our operations.

If we fail to achieve some or all of the benefits expected to result from the separation and spin-off, or if such benefits are delayed, our business, financialconditions and results of operations could be adversely affected.

Since 2011, we have operated as a division of Novartis and our historical financial information is not necessarily representative of the results we would haveachieved as a standalone public company and may not be a reliable indicator of our future results.

Our historical financial statements have been derived (carved-out) from the Novartis consolidated financial statements and accounting records, and thesefinancial statements and the other historical

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financial information of Alcon included in this Form 20-F are presented on a combined basis. This combined information does not necessarily reflect the financialposition, results of operations and cash flows we would have achieved as a standalone public company during the periods presented, or those that we will achieve inthe future.

This is primarily because of the following factors:

• For certain of the periods covered by our combined financial statements, our business was operated within legal entities which hosted portions ofother Novartis businesses.

• Income taxes attributable to our business were determined using the separate return approach, under which current and deferred income taxes arecalculated as if a separate tax return had been prepared in each tax jurisdiction. Actual outcomes and results could differ from these separate taxreturn estimates, including those estimates and assumptions related to realization of tax benefits within certain Novartis tax groups.

• Our combined financial statements include an allocation and charges of expenses related to certain Novartis functions such as those related tofinancial reporting and accounting operations, human resources, real estate and facilities services, procurement and information technology.However, the allocations and charges may not be indicative of the actual expense that would have been incurred had we operated as an independent,publicly traded company for the periods presented therein.

• Our combined financial statements include an allocation from Novartis of certain corporate-related general and administrative expenses that wewould incur as a publicly traded company that we have not previously incurred. The allocation of these additional expenses, which are included inthe combined financial statements, may not be indicative of the actual expense that would have been incurred had we operated as an independent,publicly traded company for the periods presented therein.

• In connection with the separation, we expect to incur one-time costs of approximately $0.3 billion after the completion of the spin-off relating to thetransfer of information technology systems from Novartis to us. We expect to incur these expenses during the next two to three years.

• As part of Novartis, we historically benefited from discounted pricing with certain suppliers as a result of the buying power of Novartis. As aseparate entity, we may not obtain the same level of supplier discounts historically received.

• In connection with the completion of the spin-off, we expect to incur $3.5 billion in total indebtedness and, as of the completion of the spin-off, weexpect to have $1.8 billion of outstanding non-current financial debt and $1.7 billion of outstanding current financial debt. Such indebtedness andthe related interest expenses associated with such debt, expected to be between $110 million and $130 million per year, are not fully reflected in ourcombined financial statements.

• On August 28, 2018, we announced our immediate, voluntary market withdrawal of our CyPassmicro-stent surgical glaucoma product from theglobal market. Our combined financial statements include the sales of CyPassmicro-stent products from and after the launch of the product in 2016until our withdrawal of the product from the market in August 2018.

Therefore, our historical financial information may not necessarily be indicative of our future financial position, results of operations or cash flows, and theoccurrence of any of the risks discussed in this "Risk Factors" section, or any other event, could cause our future financial position, results of operations or cashflows to materially differ from our historical financial information.

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Our ability to operate our business effectively may suffer if we do not, quickly and cost effectively, establish our own administrative and support functionsnecessary to operate as a standalone public company.

As a division of Novartis, we historically relied on financial (including financial and compliance controls) and certain legal, administrative and other resourcesof Novartis to operate our business. In particular, Novartis Business Services (NBS), the Novartis shared service organization, historically provided us with servicesacross the following service domains: human resources operations, real estate and facility services, including site security and executive protection, procurement,information technology, commercial and medical support services and financial reporting and accounting operations.

In connection with our separation from Novartis, we are creating our own financial, administrative, corporate governance and listed company compliance andother support systems, including for the services NBS had historically provided to us, or expect to contract with third parties to replace Novartis systems that we arenot establishing internally. We expect this process to be complex, time consuming and costly. In addition, we are also establishing or expanding our own tax,treasury, internal audit, investor relations, corporate governance and listed company compliance and other corporate functions.

These corporate functions fall beyond the scope of the operational service domains formerly provided by NBS and will require us to develop new standalonecorporate functions. We expect to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the additional corporateservices that Novartis historically provided us prior to the separation. Novartis will continue to provide support for certain of our key business functions after thespin-off for approximately 24 months pursuant to a Transitional Services Agreement and certain other agreements we will enter into with Novartis. Any failure orsignificant downtime in our own financial, administrative or other support systems or in the Novartis financial, administrative or other support systems during thetransitional period in which Novartis provides us with support could negatively impact our results of operations or prevent us from paying our suppliers andemployees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which couldnegatively affect our results of operations.

In particular, our day-to-day business operations rely on our information technology systems. For example, our production facilities utilize informationtechnology to increase efficiencies and limit costs. Furthermore, a significant portion of the communications among our personnel, customers and suppliers takeplace on our information technology platforms. We expect the transfer of information technology systems from Novartis to us to be complex, time consuming andcostly. There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information technology systems, the costof such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and resultsof operations.

Further, as a standalone public company, we will incur significant legal, accounting and other expenses that we did not incur as a division of Novartis.Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and the NYSE, have imposed various requirements on public companies, including changes incorporate governance practices. For example, Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control overfinancial reporting and disclosure controls and procedures. In particular, we and our managers will have to perform system and process evaluation and testing ofour and their internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness ofour internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley.

Although we currently test our internal controls over financial reporting on a regular basis, we have done so in accordance with the financial reportingpractices and policies of Novartis, not as a standalone entity. Doing so for ourselves will require our management and other personnel to devote a substantialamount of time to comply with these requirements and will also increase our legal and

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financial compliance costs. In particular, compliance with Section 404 of Sarbanes-Oxley will require a substantial accounting expense and significant managementefforts. We cannot be certain at this time that all of our controls will be considered effective and our internal control over financial reporting may not satisfy theregulatory requirements when they become applicable to us.

Furthermore, the listing of our shares on the SIX and the NYSE will require us to comply with the listing, reporting and other regulations for each exchange.Compliance with two sets of regulations, which may have different standards and requirements, will require more time and effort from management.

We expect to incur one-time costs of approximately $0.3 billion, primarily in connection with the transfer of information technology systems from Novartis tous over the two to three-year period following the completion of the spin-off.

The transitional services Novartis has agreed to provide us may not be sufficient for our needs. In addition, we or Novartis may fail to perform under varioustransaction agreements that will be executed as part of the separation or we may fail to have necessary systems and services in place when certain of thetransaction agreements expire.

In connection with the separation, we and Novartis intend to enter into a Separation and Distribution Agreement and will enter into various other agreements,including the Transitional Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Manufacturing and Supply Agreement and otherseparation-related agreements. See "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartisand Us". Certain of these agreements will provide for the performance of key business services by Novartis for our benefit for a period of time after the separation.These services may not be sufficient to meet our needs and the terms of such services may not be equal to or better than the terms we may have received fromunaffiliated third parties, including our ability to obtain redress.

We will rely on Novartis to satisfy its performance and payment obligations under these agreements. If Novartis is unable to satisfy its obligations under theseagreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, orif we do not have agreements with other providers of these services once certain transitional agreements expire, we may not be able to operate our businesseffectively and this may have an adverse effect on our business, financial condition and results of operations. In addition, after our agreements with Novartis expire,we may not be able to obtain these services at as favorable prices or on as favorable terms.

We may experience an interruption in the supply of our products to certain countries as a result of the change in name and corporate form of some of oursubsidiaries in connection with the separation.

In connection with the separation, some of our subsidiaries will undergo a change in corporate form, which would result in a change in the legal name of suchentities. To the extent any regulatory registrations, licenses or authorizations, such as marketing authorizations, or the establishment of registrations or clinical trialapplications or notifications have been granted to such entities, we may be required to notify regulatory authorities or to update such registrations or authorizationsas a result of the name changes. We will also be required to update the labeling of certain of our existing products to reflect the name changes, and we may beprohibited from selling our existing inventory of products that are packaged with old labels. Relabeling our products will be a costly and time consuming process.

We cannot assure you that we will be able to obtain the necessary regulatory approvals to operate and market or sell our products through these entities in allaffected jurisdictions or that we will manage to relabel our products in a timely manner. If we fail to obtain such necessary approvals in any affected jurisdiction orto relabel our products by the later of the effective date of the legal name

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change or the expiration of any applicable grace period in a given jurisdiction, we may experience an interruption in the supply of our products in such affectedjurisdictions until the necessary approvals have been obtained or until our products have been relabeled, which could have a material adverse effect on ourbusiness, financial condition and results of operations.

The separation and spin-off could result in significant tax liability to Novartis and us, and in certain circumstances, we could be required to indemnify Novartisfor material taxes pursuant to indemnification obligations under the Tax Matters Agreement. In addition, we will agree to certain restrictions designed topreserve the tax treatment of the separation and spin-off that may reduce our strategic and operating flexibility. Finally, in certain circumstances, Novartiscould determine not to proceed with the spin-off.

The relevant Swiss tax consequences of the separation and spin-off have been taken up with the Swiss tax authorities. Novartis has received writtenconfirmations (the "Swiss Tax Rulings") from the Swiss Federal Tax Administration and from the tax administrations of the Canton of Basel-Stadt and the Cantonof Fribourg addressing the relevant Swiss tax consequences of the separation and spin-off.

In addition, Novartis has received a private letter ruling from the U.S. Internal Revenue Service (the "IRS", and such ruling, the "IRS Ruling") and expects toobtain a written opinion of Cravath, Swaine & Moore LLP, counsel to Novartis (the "Tax Opinion") to the effect that the separation and spin-off should qualify fornonrecognition of gain and loss to Novartis and its shareholders under Section 355 of the Code.

The Swiss Tax Rulings and the IRS Ruling (together, the "Tax Rulings") are, and the Tax Opinion will be, based on certain representations as to factualmatters from, and certain covenants by, Novartis and us. Neither the Tax Rulings nor the Tax Opinion will be able to be relied on if any of the assumptions,representations or covenants are incorrect, incomplete or inaccurate or are violated in any material respect. The Tax Opinion and the Tax Rulings will not bebinding in any court, and there can be no assurance that the relevant tax authorities or any court will not take a contrary position. In addition, if the Tax Rulings failto remain effective and valid or the Tax Opinion is not able to be delivered to Novartis at the completion of the spin-off, the Novartis Board could determine not toproceed with the spin-off if, in its judgment, it determines that doing so would result in the spin-off having material adverse tax consequences or risks to Novartisor its shareholders.

If the separation and/or spin-off were determined not to qualify for the treatments described in the Tax Rulings and Tax Opinion, or if any conditions in theTax Rulings or Tax Opinion are not observed, then we could suffer adverse Swiss stamp duty and Novartis could suffer Swiss and U.S. income, withholding andcapital gains tax consequences and, under certain circumstances, we could have an indemnification obligation to Novartis with respect to some or all of theresulting tax to Novartis under the tax matters agreement (the "Tax Matters Agreement") we intend to enter into with Novartis, as described in "Item 7. MajorShareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us—Tax Matters Agreement".

In addition, under the Tax Matters Agreement, we will agree to certain restrictions designed to preserve the expected tax neutral nature of the separation andthe spin-off for Swiss tax and U.S. federal income tax purposes. These restrictions may limit our ability to pursue strategic transactions or engage in new businessesor other transactions that might be beneficial and could discourage or delay strategic transactions that our shareholders may consider favorable. See "Item 7. MajorShareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us—Tax Matters Agreement" for moreinformation.

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RisksrelatedtotheSpin-offandOwnershipofourShares

The price of our shares after the spin-off may be volatile.

The price of our shares after the spin-off may be volatile and may fluctuate due to factors including:

• the success of our products and our ability to maintain our position in our markets;

• market conditions in the surgical and vision care markets;

• the success of our research and development efforts in bringing new products to market;

• changes in third-party payor coverage and reimbursement methodologies;

• general economic, industry and market conditions;

• the maintenance of our relationships with healthcare providers;

• certain inventory management risks;

• our reliance on outsourcing key business functions to third parties;

• our ability to attract and retain qualified personnel;

• regulatory or legal developments (including healthcare reform) in the United States and other countries;


• future sales or dispositions of our shares;

• securities or industry analysts issuing opinions adverse to our company;

• the localization of the trading of our shares substantially on either the SIX or the NYSE;

• other developments affecting us, our industry or our competitors; and

• the other factors described in this "Risk Factors" section.

The market price for our shares may be volatile. This market volatility, as well as general economic, market or political conditions, could reduce the marketprice of our shares in spite of our operating performance. In addition, if trading of our shares is substantially localized on either the SIX or the NYSE, we may notmeet the liquidity or other criteria necessary for inclusion in various stock indices that are based on our trading volumes on the other exchange. This could have afurther negative impact on the price of our shares.

Furthermore, in the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities.This risk is especially relevant for us because medical device companies have experienced significant stock price volatility in recent years. If we face suchlitigation, it could result in substantial costs and a diversion of management's attention and resources, which could harm our business.

Substantial sales of our shares may occur in connection with the spin-off, which could cause our share price to decline.

Novartis shareholders receiving our shares in the spin-off generally may sell those shares immediately in the public market. It is likely that some Novartisshareholders, including some of its larger shareholders, will sell their shares of Alcon received in the spin-off if, for reasons such as our business profile or marketcapitalization as a standalone company, we do not fit their investment objectives, or they consider holding Alcon shares to be impractical or difficult due to listing,tax or

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other considerations, or—in the case of index funds—we are not a participant in the index in which they are investing. The sales of significant amounts of ourshares, or the perception in the market that this will occur, may decrease the market price of our shares.

The combined post-spin-off value of our shares and Novartis shares or ADRs may not equal or exceed the aggregate pre-spin-off value of Novartis shares orADRs and our shares.

After the spin-off, Novartis shares will continue to be listed and traded on the SIX and Novartis ADRs will continue to be listed and traded on the NYSE. Ourshares will be traded under the symbol "ALC" on the SIX and on the NYSE. We have no current plans to apply for listing on any additional stock exchanges. As aresult of the spin-off, Novartis expects the trading prices of Novartis shares and ADRs at market open on April 9, 2019 to be lower than the trading prices at marketclose on April 8, 2019, because the trading prices will no longer reflect the value of the Alcon Business. There can be no assurance that the aggregate market valueof the Novartis shares or ADRs and the Alcon shares following the spin-off will be higher than, equal to or lower than the market value of Novartis shares or ADRsif the spin-off did not occur. This means, for example, that the combined trading prices of one Novartis share or ADR and one-fifth of an Alcon share after marketopen on April 9, 2019 (representing the number of Alcon shares to be received per every one Novartis share or ADR in the distribution) may be equal to, greaterthan or less than the trading price of one Novartis share or ADR before April 9, 2019. In addition, following the close of business on April 8, 2019 but before thecommencement of trading on April 9, 2019, your Novartis shares and ADRs will reflect an ownership interest solely in Novartis and will not include the right toreceive any Alcon shares in the spin-off, but may not yet accurately reflect the value of such Novartis shares or ADRs excluding the Alcon Business.

Your percentage ownership in Alcon may be diluted in the future.

In the future, your percentage ownership in Alcon may be diluted because of equity issuances from acquisitions, capital markets transactions or otherwise,including equity awards that we will be granting to our directors, officers and employees and authorized capital we hold for purposes of our employee participationplans. Our employees will have rights to purchase or receive Alcon shares after the distribution as a result of the conversion of their Novartis equity awards intoAlcon equity awards and the grant of Alcon equity awards, including restricted share units and performance share units, in each case, in order to preserve theaggregate value of the equity awards held by Alcon employees immediately prior to the spin-off. See "Item 6. Directors, Senior Management and Employees—6.B.Compensation" for further detail on the awards that are expected to be granted in connection with the spin-off. As of the date of this Form 20-F, the exact numberof Alcon shares that will be subject to the converted and granted Alcon awards is not determinable, and, therefore, it is not possible to determine the extent to whichyour percentage ownership in Alcon could be diluted as a result. It is anticipated that the Compensation, Governance and Nomination Committee of the AlconBoard will grant additional equity awards to Alcon employees and directors after the spin-off, from time to time, under Alcon employee benefits plans. Theseadditional awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our shares.

The price of our shares and the U.S. dollar value of any dividends may be negatively affected by fluctuations in the U.S. dollar/Swiss franc exchange rate.

Our shares will trade on the NYSE in U.S. dollars. Since our shares will also be listed in Switzerland on the SIX and trade in Swiss francs, the value of theshares may be affected by fluctuations in the U.S. dollar/Swiss franc exchange rate. In addition, since dividends that we may declare will be denominated in Swissfrancs, exchange rate fluctuations will affect the U.S. dollar equivalent of dividends received by holders of shares held via DTC or shares directly registered withComputershare Trust Company, N.A. in the U.S. If the value of the Swiss franc decreases against the U.S. dollar, the price at which our shares listed on the NYSEtrade may—and the value of the U.S. dollar equivalent of any dividend will—decrease accordingly.

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No assurance can be given that we will pay or declare dividends.

Although Alcon currently expects that it will pay a regular cash dividend beginning in 2020 equivalent to approximately 10% of 2019 core net income, therecan be no assurance that we will pay or declare dividends in the future. The Alcon Board may, in its discretion, recommend the payment of a dividend in respect ofa given fiscal year. However, the declaration, timing, and amount of any dividends to be paid by Alcon following the spin-off will be subject to the approval of theAlcon shareholders at the relevant Annual General Meeting of shareholders. The determination of the Alcon Board as to whether to recommend a dividend and theapproval of any such proposed dividend by the Alcon shareholders will depend upon many factors, including our financial condition, earnings, corporate strategy,capital requirements of our operating subsidiaries, covenants, legal requirements and other factors deemed relevant by the Alcon Board and shareholders. See"Item 8. Financial Information—8.A. Combined Statements and Other Financial Information—Dividend Policy" for more information.

As of the date of the spin-off, we will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Actreporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon consummation of the spin-off, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as aforeign private issuer under the Exchange Act and although we are subject to Swiss laws and regulations with regard to such matters and intend to furnish quarterlyfinancial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including(i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act,(ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit fromtrades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containingunaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign privateissuers are not required to file their annual report on Form 20-F until four months after the end of each financial year, while U.S. domestic issuers that are largeaccelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt fromthe Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not havethe same protections afforded to shareholders of companies that are not foreign private issuers or controlled companies.

In addition, as a foreign private issuer, we will also be entitled to rely on exceptions from certain corporate governance requirements of the NYSE. As a result,you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

Furthermore, we prepare our financial statements under IFRS. There have been, and there may in the future be, certain significant differences between IFRSand U.S. Generally Accepted Accounting Principles, or U.S. GAAP, including but not limited to potentially significant differences related to the accounting anddisclosure requirements relating to employee benefits, nonfinancial assets, taxation and impairment of long-lived assets. As a result, our financial information andreported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP, and you may not be able tomeaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

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We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act's domestic reporting regime and cause us to incursignificant additional legal, accounting and other expenses.

We will be a foreign private issuer as of the date of the spin-off and therefore we will not be required to comply with all of the periodic disclosure and currentreporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our status as a foreign private issuer, either (a) a majority ofour shares must be directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not beUnited States citizens or residents, (ii) more than 50 percent of our assets cannot be located in the United States and (iii) our business must be administeredprincipally outside the United States.

If we were to lose our foreign private issuer status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S.domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. For instance, we would be required to change our basis ofaccounting from IFRS as issued by the IASB to U.S. GAAP, which we expect would be difficult and costly for us to comply with and could also result in changes,which could be material, to historical financials previously prepared on the basis of IFRS. We would also be required to make changes in our corporate governancepractices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws when we would be required tocomply with the reporting requirements applicable to a U.S. domestic issuer could be significantly higher than the costs we will incur as a foreign private issuer. Asa result, a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time-consuming andcostly. If we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us toobtain director and officer liability insurance, and we could be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Theserules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors.

Our status as a Swiss corporation means that our shareholders enjoy certain rights that may limit our flexibility to raise capital, issue dividends and otherwisemanage ongoing capital needs.

Swiss law reserves for approval by shareholders certain corporate actions over which a board of directors would have authority in some other jurisdictions. Forexample, the payment of dividends and cancellation of treasury shares must be approved by shareholders. Swiss law also requires that our shareholders themselvesresolve to, or authorize our Board of Directors to, increase our share capital. While our shareholders may authorize share capital that can be issued by our Board ofDirectors without additional shareholder approval, Swiss law limits this authorization to 50% of the issued share capital at the time of the authorization. Theauthorization, furthermore, has a limited duration of up to two years and must be renewed by the shareholders from time to time thereafter in order to be availablefor raising capital. Additionally, Swiss law grants pre-emptive rights to existing shareholders to subscribe for new issuances of shares and advance-subscriptionrights to subscribe for convertible bonds or similar instruments with conversion or option rights. A resolution adopted at a shareholders' meeting by a qualifiedmajority of two-thirds of the votes represented, and the absolute majority of the nominal value of the shares represented, may restrict or exclude such pre-emptiveor advance-subscription rights in certain limited circumstances. Swiss law also does not provide as much flexibility in the various rights and regulations that canattach to different categories of shares as do the laws of some other jurisdictions. These Swiss law requirements relating to our capital management may limit ourflexibility, and situations may arise where greater flexibility would have provided benefits to our shareholders.

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U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or members of our Board of Directors.

We are organized under the laws of Switzerland and our jurisdiction of incorporation is Switzerland. As a result, it may not be possible for investors to effectservice of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments inactions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Swiss counsel that there isdoubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicatedupon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securitieslaws are governed, among other things, by the principles set forth in the Swiss Federal Act on International Private Law. This statute provides that the applicationof provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result is incompatible with Swiss public policy. Also, mandatory provisions ofSwiss law may be applicable regardless of any other law that would otherwise apply.

Switzerland and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters.The recognition and enforcement of a judgment of the courts of the United States in Switzerland are governed by the principles set forth in the Swiss Federal Acton Private International Law. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

• the non-Swiss court had jurisdiction pursuant to the Swiss Federal Act on Private International Law;

• the judgment of such non-Swiss court has become final and non-appealable;

• the judgment does not contravene Swiss public policy;

• the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and

• no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or wasearlier adjudicated in a third state and this decision is recognizable in Switzerland.

ITEM4.INFORMATIONONTHECOMPANY

4.A.HISTORYANDDEVELOPMENTOFTHECOMPANY

GeneralCorporateInformation

Alcon is a stock corporation ( Aktiengesellschaft) organized under the laws of Switzerland in accordance with article 620 et seq. of the Swiss CO andregistered with the Swiss Register under registration number CHE-234.781.164. Alcon is registered in the Swiss Register under each of Alcon AG, Alcon SA andAlcon Inc., all of which are stated in our Articles as our corporate name. Alcon was formed by Novartis in connection with our separation from Novartis, for anunlimited duration, effective as of the date of the registration of Alcon in the Swiss Register on September 21, 2018.

Alcon is domiciled in Fribourg, Switzerland and our registered office is currently located at Rue Louis-d'Affry 6, 1701 Fribourg, Switzerland. Ourheadquarters is currently located in Geneva, Switzerland at the following address: Chemin de Blandonnet 8, 1214 Vernier, Geneva, Switzerland. Our telephonenumber is +41 58 911 2110. Our principal website is www.alcon.com. The information contained on our website is not a part of this Form 20-F.

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GeneralDevelopmentofBusiness

Alcon was originally founded in 1945 by pharmacists Robert Alexander and William Conner, who opened a small pharmacy under the "Alcon" name in FortWorth, Texas. In 1947, Alcon Laboratories, Inc. was first incorporated and began manufacturing specialty pharmaceutical products to address ocular health needs.In the succeeding years, Alcon began operating internationally with the opening of an office in Canada and first formed its surgical division.

In 1977, Alcon was acquired by a subsidiary of Nestlé organized under the laws of Switzerland, and operated as a wholly owned subsidiary of Nestlé until2002. In 2001, the name of the entity was officially changed to Alcon, Inc. and, on March 20, 2002, Nestlé completed an initial public offering of approximately25% of the outstanding common shares of Alcon, Inc. From March 20, 2002 until its merger into Novartis, Alcon was publicly listed and traded on the New YorkStock Exchange under the symbol "ACL".

On April 6, 2008, Nestlé and Novartis entered into an agreement pursuant to which Nestlé agreed to sell approximately 25% of the then outstanding Alconshares to Novartis, with an option for Novartis to acquire Nestlé's remaining shares in Alcon beginning in 2010. This sale was consummated on July 7, 2008. OnJanuary 3, 2010, Novartis announced it was exercising its option to purchase the remaining approximately 52% of the total outstanding Alcon shares owned byNestlé and submitted a merger proposal to acquire the approximately 23% of Alcon shares that were publicly traded. Upon consummation of the purchase fromNestlé on August 25, 2010, Novartis owned an approximate 77% interest in Alcon. On December 14, 2010, Novartis entered into a definitive agreement to mergeAlcon into Novartis in consideration for Novartis shares and a contingent value amount. On April 8, 2011, a Novartis Extraordinary General Meeting approved themerger with Alcon, Inc., creating the Alcon Division within Novartis, which at the time became the fifth reported segment in the strategically diversified Novartishealthcare portfolio. In connection with the Novartis acquisition of Alcon, Novartis also merged its then-existing contact lens and contact lens care unit, CIBAVision, and certain of its ophthalmic pharmaceutical products into Alcon, making the Alcon Division the second-largest division of Novartis at the time of merger,and moved the generic ophthalmic pharmaceutical business conducted by Alcon prior to the merger into the Sandoz Division of Novartis. In 2016, Novartis movedthe management and reporting of Alcon ophthalmic pharmaceutical and over-the-counter ocular health products to the Innovative Medicines Division of Novartis.Subsequently, effective January 1, 2018, Novartis returned to Alcon the management and reporting of over-the-counter ophthalmic products and certain surgicaldiagnostic medications previously transferred from Alcon in 2016.

In early 2017, Novartis announced a strategic review of its Alcon Business to explore all options for its future, ranging from retention or sale of the business tothe separation of the business via an initial public offering or spin-off transaction, in order to maximize value for its shareholders. Following the completion of suchreview in 2018, Novartis concluded that a spin-off transaction would be in the best interests of Novartis shareholders. Novartis conducted its strategic reviewduring the course of 2017 and early 2018, with the key criteria for a final decision and timing being continued Alcon sales growth and margin improvement, whichneeded to have been demonstrated for multiple quarters in the judgment of the Novartis Board and management. On June 29, 2018, Novartis announced itsintention to seek shareholder approval for the spin-off of its Alcon Business, following the complete legal and structural separation of Alcon into a standalonecompany.

SignificantAcquisitions,DispositionsandotherEvents

In 2012, we began a multi-year transformation to standardize our processes, enhance data transparency and globally integrate our fragmented and aginginformation technology systems across our commercial, supply and manufacturing operations worldwide, through a new foundation of Systems, Applications andProducts in Data Processing (SAP), which is an ERP software platform. We expect to

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pay a total of approximately $850 million relating to the implementation of the new ERP system. Through December 31, 2018, the total amount paid with respectto the implementation was $429 million.

In addition, we have made significant investments in certain of our manufacturing facilities to enhance our production capabilities. For more information, see"—Item 4.D. Property, Plants and Equipment—Major Facilities".

In the past three years, we have also entered into certain acquisition transactions, including the acquisition of 100% of the outstanding shares and equity ofClarVista Medical, Inc. on September 20, 2017, TrueVision Systems, Inc. on December 19, 2018, Tear Film Innovations, Inc. on December 17, 2018 andPowerVision, Inc. on March 13, 2019. For further details on certain of our significant transactions in 2018, 2017 and 2016, see "Item 5. Operating and FinancialReview and Prospects—5.A. Operating results—Factors Affecting Comparability of Year-on-Year Results of Operations—Recent Significant Transactions".

THESPIN-OFF

Background

On June 29, 2018, Novartis announced its intention to seek shareholder approval for the spin-off of its Alcon Business, following the complete legal andstructural separation of Alcon into a standalone company. Novartis announced that the separation would be effected through a pro rata distribution of the shares ofa new entity formed to hold the assets and liabilities that constitute the Alcon Business. At the Novartis AGM held on February 28, 2019, the Novartis Boardobtained the approval of the Novartis shareholders to consummate the distribution of all of the Alcon shares held by Novartis to holders of Novartis shares andADRs on the terms described in this Form 20-F.

On April 9, 2019, referred to as the "Ex Date" for the spin-off, each Novartis shareholder will receive 1 Alcon share for every 5 Novartis shares or 5 NovartisADRs that they held or acquired and did not sell or otherwise dispose of prior to the close of business on April 8, 2019, referred to as the "Cum Date" for the spin-off, and Alcon shares will begin trading separately from Novartis shares and ADRs on the SIX and the NYSE, respectively, on April 9, 2019. Novartis shareholderswill not receive fractional Alcon shares and will instead receive cash upon the sale of the aggregated fractional Alcon shares in lieu of any fractional shares thatthey would have received after application of the distribution ratio. You will not be required to make any payment, surrender or exchange your Novartis shares orADRs or take any other action to receive your Alcon shares in the spin-off, except as otherwise described below with respect to holders of Novartis physical sharecertificates, see "—When and How You Will Receive Alcon Shares" below. The distribution of Alcon shares as described in this Form 20-F is subject to thesatisfaction, or waiver by the Novartis Board, of certain conditions. For a more detailed description of these conditions, see "—Conditions to the Spin-off" below.

ReasonsfortheSpin-off

On June 29, 2018, Novartis announced that its strategic review of the Alcon Business had concluded that the separation of the Alcon Business from theremainder of its businesses would be in the best interests of Novartis and its shareholders and that the Novartis Board intended to seek shareholder approval for thespin-off at the Novartis AGM. We and Novartis believe that the separation and the spin-off will provide a number of benefits to both the Alcon and the Novartisbusinesses and to Novartis shareholders. A wide variety of factors were considered by Novartis and the

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Novartis Board in their evaluation of the proposed separation and the spin-off, including the following potential benefits:

• Enhancedstrategicandmanagementfocus. The spin-off will allow Alcon and Novartis to more effectively pursue their distinct operating prioritiesand strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability;

• Creationofamorenimblemedicaldevicecompanywithabilitytoquicklyfocusoninnovatingproductstomeettheneedsofthemarket. The spin-off will allow Alcon to become a more focused and nimble medical device company. For example, focusing on the differing and more iterativeproduct research and development cycle and innovation goals of the medical device industry versus the pharmaceutical industry will allow Alcon tobetter target its investments in R&D to the products and applied science advancements that are expected to have the maximum impact on itsbusiness. In addition, a company solely specializing in medical devices can more quickly adapt to the market and customer demands;

• Distinctinvestmentidentity. The spin-off will allow investors to separately value Novartis and Alcon based on their distinct investment identities.In addition to product R&D cycles, the Alcon business differs from the Novartis business in several other respects, such as commercial call points,distribution models and manufacturing processes;

• Moreefficientallocationofcapital. The spin-off will permit each company to concentrate its financial resources solely on its own operationswithout having to compete with each other for investment capital;

• Directaccesstocapitalmarkets. The spin-off will create an independent equity structure that will afford Alcon direct access to the capital marketsand allow Alcon to capitalize on its unique growth opportunities and potentially make future acquisitions using its shares; and

• Alignmentofincentiveswithperformanceobjectives. The spin-off will facilitate incentive compensation arrangements for employees more directlytied to the performance of the relevant company's businesses, and may enhance employee hiring and retention by, among other things, improvingthe alignment of management and employee incentives with performance and growth objectives.

Neither Alcon nor Novartis can assure you that, following the separation and spin-off, any of the benefits described above or otherwise in this Form 20-F willbe realized to the extent or at the time anticipated or at all. See also "Item 3. Key Information—3.B. Risk Factors".

Novartis and the Novartis Board also considered a number of potentially negative factors in their evaluation of the potential separation and spin-off, includingthe following:

• Disruptionstothebusinessasaresultoftheseparation. The actions required to separate the respective businesses of Novartis and Alcon coulddisrupt Alcon operations;

• Increasedsignificanceofcertaincostsandliabilitiesandimpactofcertainstrandedcosts. Certain costs and liabilities that were otherwise lesssignificant to Novartis as a whole will be more significant for Alcon as a standalone company. In addition, the separation will give rise to certainstranded costs at Novartis relating to associates and infrastructure that previously supported the Alcon Division;

• One-timecostsoftheseparationandspin-off. As a division of Novartis, Alcon historically relied on financial and certain legal, administrative andother resources of Novartis to operate its business. Following the separation, Alcon will no longer benefit from these synergies and will incur costsin connection with the transition to being a standalone public company that may include accounting, tax, treasury, legal, and other professionalservices costs, recruiting and

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relocation costs associated with hiring key senior management personnel new to Alcon, and costs to separate information systems;

• Inabilitytorealizeanticipatedbenefitsoftheseparationandspin-off. Alcon may not achieve the anticipated benefits of the separation and spin-offfor a variety of reasons, including, among others: (i) the separation and spin-off will require significant amounts of management's time and effort,which may divert management's attention from operating and growing the Alcon business; (ii) following the spin-off, Alcon may be moresusceptible to market fluctuations and other adverse events than if it were still a part of Novartis; (iii) the costs associated with Alcon being astandalone public company; (iv) following the separation, the Alcon business will be less diversified than the Novartis business prior to theseparation; and (v) the other actions required to separate the respective businesses of Novartis and Alcon could disrupt Alcon operations; and

• CovenantsandobligationsofAlconpursuanttotheSeparationandDistributionAgreement,theTaxMattersAgreementandotheragreementsenteredintoinconnectionwiththeseparation. Alcon is and will be subject to numerous covenants and obligations arising out of agreementsentered into in connection with the separation. For example, under the Tax Matters Agreement, Alcon will agree to covenants and indemnificationobligations designed to preserve the tax-neutral nature of the spin-off. These covenants and indemnification obligations may limit the ability ofAlcon to pursue strategic transactions or engage in new businesses or other transactions that might be beneficial.

Novartis and the Novartis Board believe that the potential benefits of the separation and spin-off outweigh these factors. However, the completion of the spin-off remains subject to the satisfaction, or waiver by the Novartis Board, of a number of conditions. See "—Conditions to the Spin-off" below for additional detail.

WhenandHowYouWillReceiveAlconShares

Novartis will distribute to holders of Novartis shares and ADRs, as a pro rata dividend, 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs suchshareholders hold or have acquired and do not sell or otherwise dispose of prior to the close of business on April 8, 2019, the Cum Date for the spin-off. The actualnumber of Alcon shares that will be distributed will depend on the total number of issued Novartis shares (excluding treasury shares held by Novartis and itssubsidiaries) as of the Cum Date. An application will be made to list the Alcon shares on the SIX and on the NYSE under the ticker symbol "ALC". Subject toofficial notice of issuance, Alcon shares will trade and settle under ISIN code CH0432492467, CUSIP code H01301 128 and Valor Number 43 249 246.

UBS, as the Swiss settlement agent, in coordination with SIX SIS and the Novartis Share Registry, will arrange for the distribution of Alcon shares to holdersof Novartis shares, and Computershare Trust Company, N.A., as the Novartis ADR distribution agent, will arrange for the distribution of Alcon shares to theholders of Novartis ADRs. For purposes of and following the spin-off, Computershare will serve as registrar for the Alcon shares traded on both the SIX and theNYSE. Computershare Switzerland Ltd will serve as the Alcon Swiss share registrar and Computershare Trust Company, N.A. will serve as the Alcon U.S. shareregistrar and transfer agent.

The last day of trading of Novartis shares and ADRs including the right to receive Alcon shares on the SIX and the NYSE, respectively, will be April 8, 2019,the Cum Date. In order to be entitled to receive the distribution of Alcon shares in the spin-off, a shareholder must hold or have acquired and not sold or otherwisedisposed of their Novartis shares or ADRs prior to the close of business on the Cum Date. This means that if you sell your Novartis shares or ADRs before theclose of business on the Cum Date, you will not be entitled to receive Alcon shares in the distribution. However, if you sell or otherwise dispose of your Novartisshares or ADRs after the close of business on the Cum Date, you will still be entitled to receive Alcon shares in the distribution. Investors acquiring or selling

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Novartis shares or ADRs on or around the Cum Date in over-the-counter or other transactions not effected on the SIX or the NYSE should ensure such transactionstake into account the treatment of the Alcon shares to be distributed in respect of such Novartis shares or ADRs in the spin-off. Please contact your bank or brokerfor further information if you intend to engage in any such transaction.

Alcon will become a standalone public company, independent of Novartis, on April 9, 2019, the Ex Date for the spin-off, and Alcon shares will commencetrading on a standalone basis on the SIX and the NYSE at market open on the Ex Date (9:00 AM Central European Time on the SIX and 9:30 AM Eastern StandardTime on the NYSE). There will not be any "when-issued" trading of Alcon shares or "ex-distribution" trading of Novartis shares or ADRs prior to the spin-off.

Depending on your bank or broker and whether you hold Novartis shares or ADRs, it is expected that your Alcon shares will be credited to your applicablesecurities account either on or shortly after the Ex Date or, for certain Novartis ADR holders, at the close of business on the Cum Date, and that you will be able tocommence trading your Alcon shares on the SIX or the NYSE, as applicable, on April 9, 2019, the Ex Date. Alcon shares will be able to be traded and transferredacross applicable borders without the need for conversion, with identical shares to be traded on the SIX in CHF and on the NYSE in USD. See also "—Listing andTrading of our Shares" below.

In the event there are any changes to the Cum Date or the Ex Date, or new material information relating to the distribution of Alcon shares becomes available,Novartis will publish any such changes or updates in a press release that will also be furnished with the SEC on a Form 6-K. In addition, Novartis will give at least10 days' notice of any changes to the Cum Date to the NYSE in accordance with NYSE's requirements.

We are not asking Novartis shareholders to take any further action in connection with the spin-off, except as described below with respect to Novartis physicalshare certificate holders. We are not asking you for a proxy and we request that you not send us a proxy. We are also not asking you to make any payment orsurrender or exchange any of your Novartis shares or ADRs for shares of Alcon. However, please see "—If You Hold Novartis Shares—Holders of NovartisPhysical Share Certificates" below. The number of outstanding Novartis shares and ADRs will not change as a result of the spin-off.

If You Hold Novartis Shares

If you hold or have acquired and do not sell or otherwise dispose of your Novartis shares prior to the close of business on April 8, 2019, the Cum Date, theAlcon shares that you are entitled to receive in the spin-off are expected to be distributed to you as described below.

HoldersofNovartissharesheldinbook-entryformwithabankorbroker. If you own your Novartis shares in book-entry form beneficially through a bank,broker or other nominee, your bank, broker or other nominee is expected to credit your custody account with the whole number of Alcon shares you are entitled toreceive in the spin-off on or shortly after April 9, 2019, the Ex Date, at which time you should be able to commence trading the Alcon shares you are allotted.Please contact your bank, broker or other nominee for further information about your account and when you will be able to begin trading your Alcon shares. OnApril 10, 2019, the Swiss record date, the SIX SIS will, for purposes of the distribution, confirm the holdings of SIX SIS participant custodian banks that heldNovartis shares as of the close of business on the Swiss record date. The allocation of Alcon book-entry shares to the accounts of SIX SIS participants is expectedto settle on April 11, 2019 within the SIX SIS system. However, notwithstanding these later dates, it is expected that Novartis will provide an irrevocableinstruction with respect to the settlement of Alcon shares that will permit SIX SIS participants to credit the distribution of Alcon shares into the accounts ofNovartis shareholders on April 9, 2019, as described above.

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HoldersofNovartisphysicalsharecertificates(Heimverwahrer). Following the Novartis AGM, all registered Novartis shareholders holding physical sharecertificates who have previously provided a valid mailing address to Novartis will receive a notice with instructions on how to receive Alcon shares in the spin-off.If you hold Novartis physical share certificates and provide your response to the notice by March 18, 2019 (the date Novartis receives your response) by either(1) electing to convert your Novartis physical share certificates into electronic shares or (2) providing separate custody account details for the booking of Alconshares to be distributed in the spin-off, your bank, broker or other nominee is expected to credit the relevant account with the Alcon shares you are entitled toreceive in the spin-off on or shortly after April 9, 2019, the Ex Date, at which time you should be able to commence trading the Alcon shares you are allotted.Please contact your bank, broker or other nominee for further information about your custody account. If you do not receive such a notice from Novartis byMarch 4, 2019, please contact the Novartis Share Registry by telephone at +41 61 324 7204 or by email at [email protected]. See also "Summary—TheSpin-off—Questions and Answers about the Spin-off—Where can I get more information?".

If Novartis has not received full and correct details of your securities account by March 18, 2019 in accordance with the instructions in the notice provided toyou, you will not receive Alcon shares in the spin-off. In lieu of receiving Alcon shares, UBS, as the Swiss settlement agent, will sell the Alcon shares you areentitled to receive in the spin-off and Novartis will pay the aggregate net cash proceeds of such sale to you on or around April 23, 2019, if you have previouslyprovided valid payment details to Novartis.

If You Hold Novartis ADRs

If you hold or have acquired and do not sell or otherwise dispose of your Novartis ADRs prior to the close of business on April 8, 2019, the Cum Date, theAlcon shares that you are entitled to receive in the distribution are expected to be credited and issued to your custody account at or after the close of business on theCum Date and to commence trading on the SIX and the NYSE on April 9, 2019, the Ex Date, as described below. However, we urge you to contact your custodianbank or broker for further information.

On April 1, 2019, Computershare Trust Company, N.A., in coordination with the Novartis ADR depositary, J.P. Morgan, will confirm, for purposes of thedistribution, the holders of Novartis ADRs as of April 1, 2019, the ADR entitlement record date. As a result, March 29, 2019 is the last date on which holders ofNovartis ADRs can convert their ADRs into Novartis shares before completion of the spin-off and vice versa. March 29, 2019 is also the last date for NovartisADR holders to directly register or de-register their ADRs with J.P. Morgan before the completion of the spin-off. Holders of ADRs will again be able to converttheir ADRs into Novartis shares and to directly register or de-register their ADRs with J.P. Morgan, after April 11, 2019.

From March 29, 2019 and up to and including the Cum Date, Novartis ADRs will trade "due bills" with the entitlement to receive Alcon shares in the spin-off.An Alcon "due bill" is an instrument employed for the purpose of evidencing the obligation of a seller of ADRs during this time period to deliver such entitlementto a subsequent purchaser. There will not be any "ex-distribution" trading of ADRs before April 9, 2019, the Ex Date. This means that Alcon shares will not tradeseparately from Novartis ADRs on the NYSE prior to April 9, 2019 and that any Novartis ADR purchased or sold on the NYSE prior to and up to and including theCum Date will include the right to receive Alcon shares.

HoldersofNovartisADRsinstreetaccounts. Holders of Novartis ADRs that are held in street accounts and that are not sold or otherwise disposed of priorto the close of business on April 8, 2019, the Cum Date, are expected to be able to commence trading the Alcon shares which they are allotted in the spin-off on orafter April 9, 2019 through their intermediary and broker. The allocation of Alcon

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shares to book-entry accounts of holders of ADRs will settle via the DTC system into the custody accounts of custodian banks or brokers that are direct participantsin the DTC system on April 11, 2019. Holders should consult with their intermediary or broker concerning the mechanics of owning Alcon shares held in streetaccounts and the date as of which they can expect to begin trading their Alcon shares through their intermediary or broker.

ADRregisteredholders. For holders of Novartis ADRs that are registered with the Novartis ADR depositary, J.P. Morgan, and that are not sold or otherwisedisposed of prior to the close of business on the Cum Date, Computershare Trust Company, N.A. will distribute a confirmation of the uncertificated holdings ofAlcon shares to such holders in paper mail form and such holders are expected to be able to commence trading the Alcon shares which they are allotted in the spinoff-on or after April 9, 2019.

NumberofSharesYouWillReceive

You will receive 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs you hold or have acquired and do not sell or otherwise dispose of prior to theclose of business on the Cum Date.

TreatmentofFractionalShares

The settlement and distribution agents will not distribute any fractional Alcon shares in connection with the spin-off. Instead, UBS, as the Swiss settlementagent, will aggregate all fractional shares that Novartis shareholders would otherwise have been entitled to receive and that have been notified to UBS by any ofComputershare Trust Company, N.A., the U.S. distribution agent, the Novartis Share Registry or the relevant deposit banks through SIX SIS into whole shares andsell the whole shares in the open market at prevailing market prices. The aggregate net cash proceeds of such sales, net of brokerage fees and other costs, will bedistributed pro rata to the relevant holders that would otherwise have been entitled to receive the fractional shares (based on the fractional share each such holderwould otherwise be entitled to receive). UBS will not include fractional shares held by custodian banks that do not report their fractional shares to a SIX SISparticipant, either directly or through another custodian bank, in the aggregate pool of fractional shares it will sell in the open market on behalf of Novartisshareholders entitled to receive a fractional share. In the case of fractional shares held in the custody of custodian banks that do not report their fractional shares to aSIX SIS participant, each such custodian bank is expected to sell the fractional shares in its custody and pay the aggregate cash proceeds of the sales, net ofbrokerage fees and other costs, pro rata to the relevant holders in CHF, and net of any required withholding for taxes applicable to each holder.

We anticipate that UBS, as the Swiss settlement agent, will make these payments on or around April 23, 2019. UBS will, in its sole discretion, without anyinfluence by Novartis or Alcon, determine when, how and at what price to sell the whole shares. UBS is not an affiliate of either Novartis or Alcon.

Computershare Trust Company, N.A., the Novartis U.S. ADR distribution agent, will send to each registered holder of ADRs entitled to a fractional share acash payment in lieu of that holder's fractional share on or around April 23, 2019. If you hold your Novartis ADRs through the facilities of the DTC or otherwisethrough a bank, broker or other nominee, your custodian, bank, broker or nominee will receive, on your behalf, your pro rata share of the aggregate net cashproceeds of the sales of fractional shares. No interest will be paid on any cash you receive in lieu of a fractional share. The cash you receive in lieu of a fractionalshare will generally be taxable to you for U.S. federal income tax purposes and may, in certain circumstances, be taxable to you for Swiss income tax purposes. See"—Material U.S. Federal Income Tax Consequences of the Spin-off" and "—Material Swiss Tax Consequences of the Spin-off" below for more information.

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ResultsoftheSpin-off

After the spin-off, we will be a standalone publicly traded company. Immediately following the spin-off, we expect to have approximately 488,700,000 sharesof Alcon outstanding based on the number of issued shares of Novartis (excluding treasury shares held by Novartis and its subsidiaries) as of December 31, 2018,an estimated number of Novartis shares delivered under equity participation plans and share buybacks between December 31, 2018 and the completion of the spin-off, and the application of the distribution ratio. The actual number of our shares that Novartis will distribute in the spin-off will depend on the actual number ofissued shares of Novartis, excluding treasury shares held by Novartis and its subsidiaries, on the Cum Date. The spin-off will not affect the number of outstandingNovartis shares or ADRs or any rights of holders of any outstanding Novartis shares or ADRs, although we expect the trading price of Novartis shares and ADRsimmediately following the spin-off to be lower than immediately prior to the spin-off because the trading price of Novartis shares and ADRs will no longer reflectthe value of the Alcon Business. In addition, following the close of business on the Cum Date but before the commencement of trading on the Ex Date, yourNovartis shares and ADRs will trade without the entitlement to receive the distribution of Alcon shares in the spin-off and will reflect an ownership interest solelyin Novartis, but may not yet accurately reflect the value of such Novartis shares or ADRs excluding the Alcon Business.

Before our separation from Novartis, we intend to enter into a Separation and Distribution Agreement and several other agreements with Novartis related tothe separation and the spin-off. These agreements will govern the relationship between us and Novartis up to and after completion of the spin-off and allocatebetween us and Novartis various assets, liabilities, rights and obligations, including employee benefits, intellectual property and tax-related assets and liabilities.We describe these arrangements in greater detail under "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us".

ListingandTradingofourShares

As of the date of this Form 20-F, we are a wholly owned subsidiary of Novartis. Accordingly, no public market for our shares currently exists. We intend tolist our shares on the SIX and on the NYSE under the symbol "ALC". As such, our shares will be able to be traded and transferred across applicable borderswithout the need for conversion, with identical shares to be traded on different stock exchanges in different currencies. During the hours in which both the SIX andNYSE are open for trading, price differences between these exchanges are likely to be arbitraged away by professional market-makers. Accordingly, the share pricewill typically be similar between the two exchanges when considering the prevailing USD to CHF exchange rate. When the SIX is closed for trading, globallytraded volumes will typically be lower. However, Alcon will use a specialist firm to make a market in Alcon shares on the NYSE to facilitate sufficient liquidityand maintain an orderly market in Alcon shares throughout normal NYSE trading hours. Alcon anticipates that there will not be trading of its shares on a "when-issued" basis and that trading will commence on the Ex Date.

Alcon expects to maintain one share register split into two parts: a Swiss register for shareholders holding shares as book-entry shares via SIX SIS, the Swisssettlement system, and a U.S. register for shareholders in the U.S. that wish to directly hold uncertificated shares of Alcon. Computershare Switzerland Ltd will actas our Swiss share registrar and Computershare Trust Company, N.A. will act as our U.S. share registrar and transfer agent.

In addition, Alcon currently intends that its issued shares will be held in the following forms:

• Sharesissuedasbook-entry(intermediary-held)securitiesviaSIXSIS. Alcon shares will be issued in uncertificated form and a portion of suchshares will be registered in the main register with SIX SIS, which provides services for the clearing, settlement and custody of Swiss andinternational securities, in order to issue them in book-entry form. SIX SIS will credit these

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shares to SIX SIS participants, which in turn may credit them further to other custodians or clients. Under Swiss law, investors may hold shares in acustody account with a custodian to which such shares will be credited. It is generally not possible for shareholders (except for certain financialinstitutions) to hold direct accounts or to otherwise be directly registered with SIX SIS. In addition, the SIX SIS main register and the accounts ofparticipants in the SIX SIS settlement system are different and separate from the share register of Alcon. Investors holding shares in this form maygenerally be registered as shareholders in the Alcon share register if they so wish.

• SharesheldviaDTC. Holders may hold their entitlements to Alcon shares in book-entry form via the DTC system through custody accounts withcustodian banks or brokers that are direct participants in the DTC system. Such shares will be held in the name of DTC's nominee, Cede & Co.,either via SIX SIS or through Computershare Trust Company, N.A. Such holders' entitlements to Alcon shares will be recorded in their custodianbanks' or brokers' records. Such holders may effect the transfer of their entitlements to Alcon shares through their custodian banks or brokers andwill receive written confirmations of any purchase or sales of Alcon shares and any periodic account statements from such custodian banks orbrokers.

• DirectlyregisteredsharesheldthroughComputershareTrustCompany,N.A.intheU.S. In the U.S., holders may directly hold their ownershipinterests in Alcon in the form of uncertificated shares that will be registered in the names of such holders directly on the books of ComputershareTrust Company, N.A. Holders will receive periodic account statements from Computershare Trust Company, N.A. evidencing their holding ofAlcon shares. Through Computershare Trust Company, N.A., holders may effect transfers of Alcon shares to others, including to banks or brokersthat are participants in the DTC Direct Registration System.

Investors should be aware that, while our shares will be able to be traded and transferred across applicable borders without the need for conversion of ourshares into any different form of security, different markets have different settlement systems and it is possible that the manner in which you hold your shares,i.e., as book-entry shares via the SIX SIS or through DTC or as directly registered shares held through Computershare Trust Company, N.A. in the U.S., maychange upon the transfer of our shares between the SIX and the NYSE. Investors wishing to trade their Alcon shares on a different exchange or wishing to changethe manner in which they hold their Alcon shares should contact their bank or broker for additional information, including with respect to any special settlementconsiderations that may apply to such a transfer.

Neither we nor Novartis can assure you as to the trading price of Novartis shares or ADRs or of Alcon shares after the spin-off, or as to whether the combinedtrading prices of the Alcon shares and the Novartis shares or ADRs after the spin-off will be less than, equal to or greater than the trading prices of Novartis sharesor ADRs prior to the spin-off. As a result of the spin-off, Novartis expects the trading prices of Novartis shares and ADRs at market open on April 9, 2019 to belower than the trading prices at market close on April 8, 2019, because the trading prices will no longer reflect the value of the Alcon Business. See "Item 3. KeyInformation—3.D. Risk Factors—Risks Related to the Spin-off and Ownership of our Shares" for more detail.

Subject to any procedural requirements for certain types of transfers that may be included in our Articles, the shares of Alcon distributed to Novartisshareholders will be freely transferable, except for shares received by individuals who are our affiliates. See "Item 10. Additional Information—10.A. Share Capital—Form of the Shares and Transfer of Shares". Individuals who may be considered our affiliates after the spin-off include individuals who control, are controlled byor are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of ourdirectors and executive officers. Individuals who are our affiliates will be permitted to sell their shares of Alcon only pursuant to an effective registration

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statement under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from the registration requirements of the Securities Act, such asthose afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

ConditionstotheSpin-off

We expect that the separation and the spin-off will be effective on the Ex Date, provided that the following conditions shall have been satisfied or waived byNovartis:

• the Alcon shares shall have been accepted for listing on the SIX and the NYSE as from the Ex Date (subject to technical deliverables only);

• the SEC shall have declared effective this Registration Statement on Form 20-F under the Exchange Act, and no stop order suspending theeffectiveness of this Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventingconsummation of the spin-off shall be in effect, and no other event outside the control of Novartis shall have occurred or failed to occur thatprevents the consummation of the spin-off (including, but not limited to, Novartis not being able to complete the Internal Transactions due toelements outside of its reasonable control); and

• no other events or developments shall have occurred prior to the Ex Date that, in the judgment of the Novartis Board, would result in the spin-offhaving a material adverse effect (including, but not limited to, material adverse tax consequences or risks) on Novartis or its shareholders.

Novartis does not currently expect to waive any of the conditions to the spin-off. We are not aware of any material federal, foreign or state regulatoryrequirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listingof our shares and the SEC's declaration of the effectiveness of the Registration Statement, in connection with the spin-off.

MaterialU.S.FederalIncomeTaxConsequencesoftheSpin-off

Consequences to U.S. Holders of Novartis Shares

The following is a summary of the material U.S. federal income tax consequences to holders of Novartis shares or ADRs in connection with the distribution.For purposes of the following discussion, any reference to Novartis shares includes Novartis ADRs. This summary is based on the Code, Treasury Regulationspromulgated thereunder and judicial and administrative interpretations thereof, in each case as in effect as of the date of this Form 20-F and all of which are subjectto change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of Novartis shares that are U.S. Holders, as defined immediately below, that hold their Novartis shares as a capital asset. A"U.S. Holder" is a beneficial owner of Novartis shares that is, for U.S. federal income tax purposes:

• an individual who is a citizen or a resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United Statesor any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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• a trust if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have theauthority to control all of its substantial decisions or (ii) in the case of a trust that was treated as a domestic trust under law in effect before 1997, avalid election is in place under applicable Treasury Regulations.

This summary does not discuss all tax considerations that may be relevant to shareholders in light of their particular circumstances, nor does it address theconsequences to shareholders subject to special treatment under the U.S. federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons who acquired Novartis shares pursuant to the exercise of employee stock options or otherwise as compensation;

• shareholders who own, or are deemed to own, 10% or more, by voting power or value, of Novartis equity;

• shareholders owning Novartis shares as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S.federal income tax purposes;

• certain former citizens or long-term residents of the United States;

• shareholders who are subject to the alternative minimum tax;

• persons who own Novartis shares through partnerships or other pass-through entities; or

• persons who hold Novartis shares through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds Novartis shares, the tax treatment of a partner in thatpartnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own taxadvisor as to its tax consequences.

Novartis has received the IRS Ruling and expects to receive the Tax Opinion, described below, which will each rely upon certain facts, assumptions,representations and undertakings from Novartis and us regarding the past and future conduct of Novartis and our businesses and other matters. If any of the facts,assumptions, representations or undertakings described therein are incorrect or not otherwise satisfied, Novartis may not be able to rely upon the IRS Ruling or theTax Opinion. Accordingly, notwithstanding the Tax Opinion and the IRS Ruling, there can be no assurance that the IRS will not assert, or that a court would notsustain, a position contrary to one or more of the conclusions set forth below.

YOUAREURGEDTOCONSULTYOUROWNTAXADVISORWITHRESPECTTOTHEU.S.FEDERAL,STATEANDLOCALANDFOREIGNTAXCONSEQUENCESOFTHEDISTRIBUTION.

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General

Novartis has received the IRS Ruling and expects to receive the Tax Opinion providing, in each case, that the distribution should qualify for nonrecognition ofgain or loss under Section 355 of the Code. As a result:

• no gain or loss should be recognized by, or be includible in the income of, a U.S. Holder as a result of the distribution;

• the aggregate tax basis of the Novartis shares and our shares held by each U.S. Holder immediately after the distribution should be the same as theaggregate tax basis of the Novartis shares held by the U.S. Holder immediately before the distribution, allocated between the Novartis shares andour shares in proportion to their relative fair market values on the date of the distribution; and

• the holding period of our shares received by each U.S. Holder should include the holding period of its Novartis shares.

Generally, if a Novartis shareholder holds different blocks of Novartis shares (generally Novartis shares purchased or acquired on different dates or at differentprices), a U.S. Holder must perform the tax basis allocation described above with respect to each block and will have a holding period in our shares determinedwith respect to the holding period of such block.

A U.S. Holder that receives cash in lieu of a fractional share as part of the distribution (see "Item 4. Information on the Company—4.A. History andDevelopment of the Company—The Spin-off—Treatment of Fractional Shares") will be treated as though it first received a distribution of the fractional share inthe distribution and then sold it for the amount of cash actually received. The U.S. Holder will generally recognize a capital gain or loss measured by the differencebetween the cash received for such fractional share and the U.S. Holder's tax basis in that fractional share, as determined above. Such capital gain or loss will be along-term capital gain or loss if the U.S. Holder's holding period for the Novartis shares is more than one year on the date of the distribution. Certain U.S. Holdersare eligible for reduced rates of taxation on their long-term capital gains.

A U.S. Holder of Novartis physical share certificates ( Heimverwahrer) who receives cash due to non-response by March 18, 2019 will be treated as if theU.S. Holder received our shares with respect to its physical share certificates in the distribution and then sold such shares for the cash actually received. Thedeemed receipt and sale of our shares for cash will be subject to the same treatment as the receipt of cash in lieu of a fractional share for U.S. federal income taxpurposes as described above.

Backup Withholding

Payments of cash in lieu of a fractional share and cash payments to a U.S. Holder of Novartis physical share certificates ( Heimverwahrer) who receives cashdue to non-response by March 18, 2019 may, under certain circumstances, be subject to "backup withholding", unless the U.S. Holder provides proof of anapplicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations willgenerally be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Backup withholding isnot an additional tax, and it may be refunded or credited against a U.S. Holder's U.S. federal income tax liability if the required information is timely supplied to theIRS.

Information Reporting

Treasury Regulations require each Novartis shareholder that, immediately before the distribution, owned 5% or more (by vote or value) of the totaloutstanding stock of Novartis to attach to such

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shareholder's U.S. federal income tax return for the year in which the distribution occurs a statement setting forth certain information related to the distribution.

MaterialSwissTaxConsequencesoftheSpin-off

Consequences to Swiss Holders of Novartis Shares

This summary is limited to holders of Novartis shares that are Swiss Holders, as defined below. A "Swiss Holder" is a beneficial owner of Novartis shares thatis:

• a Swiss tax resident individual who holds Novartis shares as private assets;

• a Swiss tax resident individual or a non-Swiss tax resident individual who is subject to Swiss income tax for reasons other than residency who holdsNovartis shares as business assets or qualifies as a professional securities dealer for Swiss tax purposes; or

• a legal entity tax resident in Switzerland or a non-Swiss tax resident legal entity who holds Novartis shares as part of a Swiss permanentestablishment or fixed place of business.

This summary does not discuss all tax considerations that may be relevant to shareholders in light of their particular circumstances, nor does it address theconsequences to shareholders subject to special treatment under Swiss tax laws, including but not limited to:

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• persons who acquired Novartis shares pursuant to an employment share plan or otherwise as compensation; or

• persons who own Novartis shares through partnerships or other pass-through entities.

This summary does not address any non-Swiss tax consequences or non-income tax consequences (such as estate, gift, inheritance, capital or wealth taxes).

YOUAREURGEDTOCONSULTYOUROWNTAXADVISORWITHRESPECTTOTHESWISSANDFOREIGNTAXCONSEQUENCESOFTHEDISTRIBUTION.

General

The following statements are based on the requirement of the continuing effectiveness and validity of the Swiss Tax Rulings, each to the effect that the spin-off qualifies as a tax-neutral transaction.

If the spin-off qualifies as a tax-neutral transaction, and subject to the qualifications and limitations set forth herein (including the discussion below relating tothe receipt of cash in lieu of fractional shares), for Swiss tax purposes no gain or loss should be recognized by, or be includible in the income of, a Swiss Holder asa result of the distribution, provided that Swiss Holders who hold Novartis shares as business assets accurately maintain the tax and book values of their Novartisand Alcon shares. This means that for Swiss Holders who hold Novartis shares as business assets, the aggregate tax basis of the Novartis shares and our sharesimmediately after the distribution should be the same as the aggregate tax basis of the Novartis shares held immediately before the distribution, allocated betweenthe Novartis shares and our shares.

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If a Swiss Holder that holds Novartis shares as business assets is classified as a "professional securities dealer" or is a legal entity and receives cash in lieu of afractional share, such Swiss Holder will generally recognize a capital gain or loss measured by the difference between the cash received for such fractional shareand the Swiss Holder's tax basis in that fractional share. The same Swiss income tax treatment applies to Swiss Holders of Novartis physical share certificates (Heimverwahrer) held as business assets who receive cash due to non-response by March 18, 2019.

If a Swiss Holder who holds Novartis shares as private assets receives cash in lieu of fractional shares, the receipt of such cash will be tax-free to the holder.The same Swiss income tax treatment applies to Swiss Holders of Novartis physical share certificates ( Heimverwahrer) held as private assets who receive cashdue to non-response by March 18, 2019. See also "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Whenand How You Will Receive Alcon Shares—If You Hold Novartis Shares".

Novartis has received the Swiss Tax Rulings which cover the relevant Swiss tax aspects of the separation and spin-off. The Swiss Tax Rulings rely uponcertain facts, assumptions, representations and undertakings from Novartis and us regarding the past and future conduct of Novartis and our businesses and othermatters. If any of the facts, assumptions, representations or undertakings described therein are incorrect or not otherwise satisfied, Novartis may not be able to relyupon the Swiss Tax Rulings.

Accordingly, notwithstanding the Swiss Tax Rulings, there can be no assurance that the relevant Swiss tax authorities will not assert, or that a court would notsustain, a position contrary to one or more of the conclusions set forth above.

ConsequencestoNovartisandtheIndemnificationObligation

The following is a summary of the material tax consequences to Novartis in connection with the spin-off that may be relevant to holders of Novartis shares.

As discussed above, the spin-off will be preceded by several internal restructuring steps to separate the Alcon Business from Novartis. Novartis has receivedthe Tax Rulings and expects to receive the Tax Opinion providing that the spin-off and certain internal restructuring steps taken prior to the spin-off should qualifyfor nonrecognition of gain or loss for U.S. federal income tax purposes or preserve the tax-neutral nature for Swiss tax purposes, as applicable. In addition, theSwiss Tax Rulings provide that no Swiss withholding tax or stamp duty should apply to the distribution of Alcon shares in the spin-off. The Tax Opinion and IRSRuling are subject to the qualifications and limitations set forth above under "—Consequences to U.S. Holders of Novartis Shares". Additionally, as discussedbelow in "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us—Tax MattersAgreement", we intend to enter into the Tax Matters Agreement with Novartis, which will restrict us from taking certain actions that could affect the qualificationof the spin-off and certain internal restructuring steps taken prior to the spin-off for nonrecognition of gain or loss or as tax neutral, as applicable.

Notwithstanding the foregoing, if it were determined that the spin-off or certain internal restructuring steps taken prior to the spin-off that were intended toqualify for nonrecognition of gain or loss or as tax neutral, as applicable, did not so qualify, we could be required to indemnify Novartis for taxes resultingtherefrom. This could occur if, notwithstanding our intentions, we take or fail to take any action we are prohibited from taking or required to take by the terms ofthe Tax Matters Agreement to preserve the intended tax treatment of the transaction, a representation or covenant we made that serves as the basis for the TaxOpinion or the Tax Rulings is determined to be false or as a result of the application of legal rules that depend in part on facts outside our control. For example,current U.S. tax law creates a rebuttable presumption that a 50% or greater change by vote or value in the ownership of our stock during the four year periodbeginning on the date that begins two years

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before the date of the distribution would cause certain internal restructuring steps to be taxable to Novartis, unless it were established that such change in controlwas not part of a plan with the spin-off and related internal restructuring steps. Our indemnification obligations to Novartis in these circumstances are set forth inthe Tax Matters Agreement discussed below in "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—AgreementsBetween Novartis and Us—Tax Matters Agreement". If we are required to indemnify Novartis, we may be subject to substantial liabilities that could materiallyadversely affect our financial position.

ReasonsforFurnishingthisForm20-F

We are furnishing this Form 20-F solely to provide information to Novartis shareholders who will receive our shares in the spin-off. You should not construethis Form 20-F as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Novartis. We believe that the informationcontained in this Form 20-F is accurate as of the date set forth on the cover. Changes to the information contained in this Form 20-F may occur after that date, andneither we nor Novartis undertakes any obligation to update the information except in the normal course of our respective public disclosure obligations andpractices.

4.B.BUSINESSOVERVIEW

Overview

Alcon is the largest eye care devices company in the world, with $7.1 billion in sales to third parties during the year ended December 31, 2018. We research,develop, manufacture, distribute and sell a full suite of eye care products within two key businesses: surgical and vision care. Based on sales for the year endedDecember 31, 2018, we are the number one company by global market share in the ophthalmic surgical market and the number two company by global marketshare in the vision care market. We employ over 20,000 employees from more than 90 nationalities, operating in over 74 countries and serving consumers andpatients in over 140 countries. We believe our market leading position and global footprint allow us to benefit from economies of scale, maximize the potential ofour commercialized products and pipeline and will permit us to effectively grow the market and expand into new product categories.

Our surgical business is focused on ophthalmic products for cataract surgery, vitreoretinal surgery, refractive laser surgery and glaucoma surgery. Our broadsurgical portfolio includes implantables, consumables and surgical equipment required for these procedures and supports the end-to-end needs of the ophthalmicsurgeon. Our vision care business comprises daily disposable, reusable and color-enhancing contact lenses and a comprehensive portfolio of ocular health products,including products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. Alongside our world-class products, Alconprovides best-in-class service, training, education and technical support for our customers.

Our surgical and vision care businesses are complementary and benefit from synergies in R&D, manufacturing, distribution and consumer awareness andeducation. This allows us to position ourselves as a trusted partner for eye care products across the continuum of care from retail consumer, to optometry, tosurgical ophthalmology. For example, in R&D, we can apply our expertise in material and surface chemistry to develop innovative next-generation products forboth our IOL and contact lens product lines. Similarly, our global commercial footprint and expertise as a global organization provide us with productdevelopment, manufacturing, distribution and commercial promotion and marketing knowledge that can be applied to both of our businesses.

We are dedicated to providing innovative products that enhance quality of life by helping people see better. Our strong foundation is based on ourlongstanding success as a trusted brand, our legacy of industry firsts and advancements, our leading positions in the markets in which we compete and our

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continued commitment to substantial investment in innovation. With over 70 years of history in the ophthalmic industry, we believe the Alcon brand name issynonymous with innovation, quality, service and leadership among eye care professionals worldwide.

OurMarkets

Overview

We currently operate in the global ophthalmic surgical and vision care markets, which are large, dynamic and growing. As the world population grows andages, the need for quality eye care is expanding and evolving, and we estimate that the size of the eye care market in which we operate was approximately$23 billion for the year ended December 31, 2017 and is projected to grow at approximately 4% per year from 2018 to 2023.

Although it is estimated that 80% of all visual impairments are currently preventable, treatable or curable, we operate in markets that have substantial unmetmedical and consumer needs. For example, based on market research, it is estimated that there are currently 20 million people globally that are blind from treatablecataracts, 1.7 billion who suffer from presbyopia, 153 million with uncorrected refractive errors, 93 million with diabetic retinopathy, 67 million living withglaucoma and approximately 352 million affected by dry eye, among other unaddressed ocular health conditions. In addition, there are over 1 billion people livingwith some form of visual impairment, as well as 70% of the global population needing basic vision correction. Below is a brief description of these oculardisorders, as well as a diagram showing where in the eye the disorders occur and the placement of certain medical devices to treat ocular disorders:

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Our surgical and vision care products are targeted at addressing many of these unmet medical and consumer needs. We expect the surgical and vision caremarkets to continue to grow, driven by multiple factors and trends, including but not limited to:

• Aging population with growing eye care needs : A growing aging population continues to drive the increased prevalence of eye care conditionsworldwide, as the number of persons aged 60 years or over is expected to more than double by 2050, rising from 962 million globally in 2017 to2.1 billion in 2050.

• Innovation improving the quality of eye care : Technology innovation in eye care is driving an increased variety of products that more effectivelytreat eye conditions. Given the importance of vision correction and preservation, which can provide a high return on healthcare spend, the resultingbetter patient outcomes are leading to increased coverage and reimbursement opportunities from governmental and private third-party payers,expanding patient access to such eye care products.

• Increasing wealth and growth from emerging economies : It is estimated that between 2015 and 2030, the middle class population in emergingmarkets will grow by approximately 1.5 billion people, from 2.0 billion to 3.5 billion; this major demographic shift is generating a large, newcustomer base with increased access to eye care products and services along with the resources to pay for them. The expansion of trainingopportunities for eye care professionals in emerging markets is also leading to increased patient awareness and access to premium eye care productsand surgical procedures, facilitating their growth.

• Increasing prevalence of myopia, progressive myopia and digital eye strain : It is estimated that by 2050, half of the world's population (nearly fivebillion people) will be myopic. Further, the modern work environment, along with leisure preferences, have increased the number of hours peoplespend in front of a screen, adversely impacting vision and increasing the risk of progressive myopia and digital eye strain.

TheSurgicalMarket

The surgical market in which we operate was estimated to be approximately $9 billion for the year ended December 31, 2017 and is projected to grow atapproximately 4% per year from 2018 to 2023. The surgical market includes sales of implantables, consumables, and surgical equipment, including associatedtechnical, clinical and service support and training. Surgical implantables are medical devices designed to remain in the eye, such as monofocal and AT-IOLsplaced in the eye during cataract surgery. Consumables include handheld instruments, surgical solutions, equipment cassettes, patient interfaces and otherdisposable items typically used during a single ophthalmic surgical procedure. Finally, surgical equipment includes multiuse surgical consoles, lasers anddiagnostic instruments used across procedures to enable surgeons to visualize and conduct ophthalmic surgeries. The following diagram shows the surgical marketin which we participate:

2017 surgical market breakdown by relative allocation of market sales.

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The major conditions of the eye for which surgical products and equipment are offered include cataracts, vitreoretinal disorders, refractive errors such asmyopia, hyperopia and astigmatism, glaucoma and corneal disease. For cataracts, surgical removal of the clouded lens followed by insertion of a transparentartificial replacement lens, called an intraocular lens, is the standard treatment. Vitreoretinal surgery, which allows a surgeon to operate directly on the retina or onmembranes or tissues that have covered the retina, is indicated for the treatment of various conditions such as diabetic retinopathy, trauma, tumors, complicationsof surgery on the front of the eye and pediatric disorders. Finally, for treatment of myopia, hyperopia and astigmatism, laser refractive surgery targeting the cornea,such as LASIK, offers an alternative to eyeglasses or contact lenses.

Cataract, vitreoretinal, refractive and glaucoma surgeries are generally performed in hospitals or ambulatory surgery centers and are supported through anetwork of eye clinics, ophthalmic surgery offices and group purchasing organizations. The primary ophthalmic surgical procedures for cataract, vitreoretinal, andglaucoma surgery are broadly reimbursed in most mature markets. Third-party coverage or patient co-pay options are also available for refractive laser correctionand AT-IOLs. Finally, a growing private pay market for premium surgical devices provides a mutually beneficial environment for patients, providers and medicaldevice companies by allowing patients to pay the non-reimbursable cost of a procedure associated with selecting premium devices, such as AT-IOLs.

The surgical market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023. Inparticular, growth drivers in the surgical market include:

• Global growth of cataract and vitreoretinal procedures, driven by an aging population;

• Increased access to care, for example, in emerging markets and other international markets where the cataract surgery rate is 3.2 procedures per1,000 people as compared to 12.7 in the U.S.;

• Higher uptake of premium patient-pay technologies, for example AT-IOL penetration is only 6% in international markets versus 14% in the U.S.;

• Increased adoption of advanced technologies, for example, improved diagnostic instruments, surgical options for glaucoma management, and thegrowing use of phacoemulsification during cataract removal, which is utilized in less than 50% of cases in emerging markets versus over 95% in theU.S.; and

• Eye disease as a comorbidity linked to the global prevalence of diabetes, which has nearly doubled from 4.7% in 1980 to 8.5% in 2014, combinedwith improving diagnostics capabilities and new product innovations, driving uptake of premium procedures.

TheVisionCareMarket

The vision care market in which we operate was estimated to be approximately $14 billion for the year ended December 31, 2017 and is projected to grow atapproximately 4% per year from 2018 to 2023. The vision care market is comprised of products designed for ocular care and consumer use. Products are largelycategorized across two product lines: contact lenses and ocular health.

Contact lenses are thin lenses placed directly on the surface of the eye that are commonly used to treat refractive errors such as myopia, hyperopia,astigmatism and presbyopia. They are also often worn for additional reasons, such as aesthetic or cosmetic enhancement, to improve peripheral vision or to achievespectacle independence. Contact lenses are frequently classified according to their modality, with daily and reusable modalities being the most common. Dailycontact lenses are designed for one-time use and are disposed of every day. Reusable (e.g., monthly) contact lenses are designed for periodic use and require dailycleaning and maintenance. Contact lenses may also be classified by their

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design, with spherical, multifocal and toric designs being the most common. The majority of contact lenses have a spherical design to address the most commonvisual acuity needs (e.g., myopia). Beyond the standard spherical designs, contact lenses also come in designs to address astigmatism (called toric designs),presbyopia (called multifocal designs) and to change the appearance of the eye (called cosmetic lens designs).

The contact lens market was estimated to be approximately $8 billion for the year ended December 31, 2017, and the following diagram identifies the relativebreakdown of contact lens sales in 2017 by modality and design:

2017 contact lens market breakdown by relative allocation of market sales.

Maintaining ocular health is also an essential part of people's daily lives. Ocular health products can address conditions such as dry eye, ensure effectivecontact lens care, supplement overall eye health, or provide temporary relief from allergies and related symptoms, such as red eye. The ocular health market wasestimated to be approximately $6 billion for the year ended December 31, 2017, and the following diagram identifies the relative allocation of sales of each productcategory within the ocular health market:

2017 ocular health market breakdown by relative allocation of market sales.

Dry eye is a common condition that occurs when the eye's natural tear film is disturbed or insufficient. It leads to discomfort and potentially serious andchronic vision deterioration and loss, which and can be addressed by artificial tear products. In addition, the increased use of diagnostic tools can help improve thetreatment recommendations of eye care professionals for dry eye.

Effective contact lens care is important for any reusable contact lens user, and is a significant factor in reducing the risk of infection and irritation associatedwith contact lens use. It is also an important factor in maintaining visual acuity and increasing the comfort of wearing reusable contact lenses. When used correctly,contact lens care products remove contaminants from the surface of the contact lens. Lens rewetting drops may also be used to rehydrate the lens during wear andto clear away surface material.

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Ocular health is frequently supported by the use of ocular vitamins, which are dietary supplements often sold over the counter and formulated to support eyehealth. Finally, ocular health products also address allergic conjunctivitis, which occurs when the conjunctiva of the eye becomes swollen or inflamed due to areaction to pollen, dander, mold, or other allergy-causing substances. 'Allergy eyes' can become red and itchy very quickly. Treatment for allergy eye includesmedications, such as antihistamines, and combinations of antihistamines and redness relievers.

The primary customers of the vision care market include optometrists and other ECPs retailers, optical chains and pharmacies, as well as distributors that reselldirectly to smaller retailers and ECPs, who sell the products to end-users. The vision care market is primarily private pay, with patients substantially paying forcontact lenses and ocular health products out-of-pocket. Partial reimbursement is available in some countries for optometrist visits and a portion of either spectacleor contact lens costs.

The vision care market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023, drivenmainly by:

• Continued modality shift to daily disposable lenses from reusable lenses and the resulting sales premium (an increase of 2 - 3x sales per patient,after customary rebates and discounts) associated with daily disposable wearers as compared to users of reusable lenses;

• Advancements in specialty lenses combined with increasing demand for toric, multifocal and cosmetic lenses, which command an approximately15 - 30% pricing premium over spherical lenses, allowing patients to continue wearing contact lenses as they become older and helping to expandthe market;

• A significant population of approximately 194 million undiagnosed dry eye patients, with an additional 42 million self-diagnosed dry eye patientsusing unsuitable products for treatment, and advances in diagnostics and ocular health treatments, facilitating the increase in patient awareness ofdry eye;

• Growing access and consumption of vision care products in emerging markets such as Asia, which had only 3% contact lens penetration in 2017 ascompared to 15% in the U.S.; and

• Increasing consumer access through the expansion of distribution models, including internet sales and other direct-to-consumer channels.

OurBusiness

Overview

With $7.1 billion in sales to third parties during the year ended December 31, 2018, we are the number one eye care devices company worldwide by revenues.Our broad range of products represents one of the most complete portfolios in the ophthalmic device industry, and comprises high-quality and technologicallyadvanced products across all major product categories in the surgical and vision care

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markets. Our surgical and vision care products are used in treating multiple ocular health conditions and offer leading eye care solutions for patients throughouttheir lives.

Our leadership position across most of our product categories enhances our ability to extend our product offering through the launch of new and innovativeproducts, and to expand our geographic reach into ophthalmic markets worldwide. Our surgical business had approximately $4.0 billion in sales to third parties ofimplantables, consumables and equipment, as well as services and other surgical products, and our vision care business had approximately $3.1 billion in sales tothird parties of our contact lens and ocular health products, during the year ended December 31, 2018. The United States accounted for 41% of our sales andinternational markets accounted for 59% of our sales during the year ended December 31, 2018.

We believe the Alcon brand name is synonymous with innovation, quality, service and leadership among eye care professionals worldwide. In each of ourmarkets, we rely on our strong relationships with eye care professionals and consumers to attract and retain customers and expand the market. We customize ourselling efforts to the medical practice needs of each customer, with the goal of surrounding eye care professionals with Alcon representatives that can help addresseach aspect of a customer's needs. Our field force supplements the direct promotion of our products by providing customers with access to clinical educationprograms, hands on training, data from clinical studies and technical service assistance.

We have 18 state-of-the-art manufacturing facilities that employ our proprietary technologies and know-how. We believe our global footprint, knowledge basein manufacturing, state-of-the-art facilities

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and capacity planning enable us to handle increased levels of product demand and product complexity. Furthermore, our global manufacturing and supply chainallows us to leverage economies of scale and reduce cost per unit as we ramp up production.

We have also made one of the largest commitments to research and development of any surgical and vision care company, with over 1,200 associatesworldwide researching and developing treatments for vision conditions and eye diseases, and have sought innovation from both internal and external sources. In2018, we invested $587 million in research and development, representing 8.2% of our total 2018 revenues. In addition to our in-house R&D capabilities, we alsoconsider external innovation opportunities and routinely screen for companies developing emerging technologies that we believe could enhance our existingproduct offerings or develop into innovative new products. As part of these efforts, our dedicated business development team has completed over 25 BD&Ltransactions since 2016. We intend to continue to pursue acquisition, licensing and collaboration opportunities as part of our goal of remaining a market leader ininnovation.

As a result of our innovation efforts, Alcon has been a pioneer in eye care throughout its history, leading the way with multiple world firsts. In surgical, wewere the first to develop a material specifically for use as an IOL, developed the first synthetic aqueous humor (BSS plus), developed the first acrylic toric IOL tocorrect corneal astigmatism and developed the first femtosecond laser for cataract surgery. In vision care, we were the first to develop soft bifocal, periodicreplacement and continuous wear contact lenses, as well as the first (and only) to develop a water gradient daily disposable contact lens and a water gradient lensfor people with presbyopia. Based on what we see as the key unmet medical and consumer needs in eye care, we are continuing to develop products and solutionsto treat an extensive range of conditions including cataracts, retinal diseases, refractive errors, dry eye, glaucoma and other problems that keep people from seeingwell.

OurSurgicalBusiness

We hold the number one position in the global surgical market, offering implantable products, consumables and equipment for use in surgical procedures toaddress cataracts, vitreoretinal conditions, refractive errors and glaucoma. Our surgical business has the most complete line of ophthalmic surgical devices in theindustry, creating a "one-stop shop" for our customers that we consider to be a key differentiator for our business. For the year ended December 31, 2018, oursurgical business had $4.0 billion in sales to third parties.

Our surgical portfolio includes implantable devices, consumables and equipment, as well as services and other ancillary surgical products. We have the mostextensive global installed base of surgical equipment in the industry, including the largest installed base of cataract phacoemulsification consoles

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and vitrectomy consoles. Our global installed equipment base drives pull-through sales of consumables specific to our equipment and helps cross-promote the salesof our implantable devices. Our key surgical equipment offerings include the Centurionvision system for phacoemulsification and cataract removal, ourConstellationvision system for vitreoretinal surgery and our WaveLightrefractive lasers used in LASIK and other laser-based vision correction procedures,including topography-guided procedures marketed under the Contourabrand. The key brands in our implantables portfolio include our AcrySoffamily of IOLs,with offerings from monofocal IOLs for basic cataract surgery to AT-IOLs for the correction of presbyopia, such as our PanOptixbrand, and astigmatism at thetime of cataract surgery. We have recently launched our UltraSertand ClareonAutonoMepre-loaded IOL delivery systems to reduce lens handling and simplifythe surgical procedure. Alongside our implantable business, we sell a broad line of consumable products that support ophthalmic surgical procedures, such asviscoelastic products, surgical solutions, incisional instruments, such as our MIVSplatform, and dedicated consumables, including fluidics cassettes and patientinterfaces, which work with Alcon equipment. The Alcon consumables portfolio also includes our CustomPaksurgical procedure pack, which can be custom builtfor the surgeon and which includes drapes, incisional instruments and all of the materials needed to perform a surgery.

Across our surgical portfolio, we sell a tiered offering of products intended to meet the specific needs of customers in markets around the world at differentprice points. Newly launched offerings that bring considerable technology innovation to the market are typically introduced at a price premium to offset the cost ofresearch and development. As these products age and/or competitive products advance, prices typically trend downward, requiring continuous innovation cycles tomaintain and/or grow our margins. We also develop specific products to match customer needs in different customer segments, for example, premium-tier and mid-tier surgical consoles that can be manufactured and sold at different price points in different markets.

OurVisionCareBusiness

Our vision care business consists of an extensive portfolio of contact lens and ocular health products, aimed at helping consumers see better. Our product linesinclude daily disposable, reusable and color-enhancing contact lenses. We also offer a comprehensive portfolio of ocular health products, including over-the-counter products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. With $3.1 billion in vision care sales to thirdparties for the year ended December 31, 2018, we are the number two company in the global vision care market. We aim to continue to innovate across our visioncare portfolio to improve the lives of consumers and eye care professionals around the world.

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We have a broad portfolio of daily disposable, reusable and color-enhancing contact lenses, including Dailiesand AirOptix, two of our key brands. OurDailiesproduct line includes DAILIESAquaComfortPLUSand DAILIESTOTAL1, the first and only water gradient contact lens in the market, which is alsooffered in a multifocal design to address the fast growing presbyopia market. DAILIESTOTAL1is designed to be a super-premium lens positioned to compete at apremium price point in the contact lens market. Our AirOptixmonthly replacement product line features silicone hydrogel contact lenses in monofocal,astigmatism-correcting, and multifocal options, as well as AirOptixColorsand AirOptixplusHydraGlydecontact lenses. Our key brands in our ocular healthportfolio include the Systanefamily of artificial tear and related dry eye products, as well as the Opti-Freeand ClearCarelines of multi-purpose and hydrogenperoxide disinfecting solutions, respectively.

Sales of our contact lens and ocular health products are influenced by optometrist and other eye care professional recommendations, our marketing andconsumer education efforts and consumer preferences. In addition to price, contact lenses compete on functionality, design and comfort, while ocular healthproducts compete largely on product attributes, brand familiarity and professional recommendations. For our contact lens and ocular health products, we typicallycompete in the premium price segments of the market and we use improvements in functionality, design and consumer convenience to maintain our pricingposition over time.

OurStrengths

We have a strong foundation based on robust industry expertise, leading brands and excellence in customer service, backed by more than 70 years of history asa trusted brand. Our strengths include:

• Globalleaderinhighlyattractivemarketswithmostcompletebrandportfolio. With $7.1 billion in sales to third parties in the year endedDecember 31, 2018, we are the leader in an attractive eye care devices market, which is supported by favorable population megatrends and isexpected to grow at approximately 4% per year from 2018 to 2023. For the year ended December 31, 2018, our sales were closely split between ourbusinesses, with $4.0 billion in surgical and $3.1 billion in vision care, as well as geographically, with 41% of our sales in the United States and59% in international markets. Our surgical business is the market leader in sales of ophthalmic equipment used in the operating room and issupported by the largest installed base of equipment worldwide, which we use to cross-promote our surgical consumables and IOLs. In our visioncare business, our extensive portfolio of contact lens and ocular health products includes well-recognized brands such as Dailies, Systaneand Opti-Free. We believe our global leadership position and extensive brand portfolio allow us to benefit and build on the robust fundamentals drivinggrowth in our markets.

• Innovation-focusedwithmarketleadingdevelopmentcapabilitiesandinvestment. We have made one of the largest commitments to researchand development in the eye care devices market, with proven R&D capabilities in the areas of optical design, material and surface chemistry,automation and equipment platforms. Currently, we employ over 1,200 individuals dedicated to our research and development efforts, includingphysicians, doctors of optometry and PhDs. In addition, we actively seek opportunities to collaborate with third parties on advanced technologies tosupport our eye care devices business. We believe our reputation for innovation and our global commercial footprint makes us the partner of choicefor developers of next-generation technologies, which has resulted in our completion of over 25 BD&L transactions since 2016. These efforts havecollectively led to more than 60% growth in the number of projects within our portfolio of internal and external innovation over the past three years,with more than 100 pipeline projects in process as of December 31, 2018, including over 35 that have achieved positive proof of concept or areundergoing regulatory review.

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• Globalscaleandreachsupportedbyhigh-qualitymanufacturingnetwork. We have an extensive global commercial footprint that provides uswith the scale and reach to support future growth, maximize the potential of new launches, enter new geographies efficiently and to take advantageof the large, dynamic and growing surgical and vision care markets. Our commercial footprint, which includes operations in over 74 countries,reaches consumers and patients in over 140 countries and is supported by over 3,000 highly rated sales force employees, 18 state-of-the-artmanufacturing facilities employing our proprietary technologies and know-how, and our extensive global regulatory capability. We manufactureapproximately 90% of our products at our own facilities and have continued to invest in next-generation manufacturing for our products, allowingus to leverage our existing scale to manufacture novel technologies on a flexible platform at a lower cost. Our extensive sales and distributionnetwork, supported by our market leadership position and focus on innovation and customer experience, enhances our ability to expand ourgeographic reach and extend our product offerings through the launch of new and innovative products worldwide.

• Outstandingcustomerrelationshipsandatrustedreputationforcustomerservice,trainingandeducation.We believe that maintaining thehighest levels of service excellence in our customer experience is a critical success factor in our industry. As such, in our surgical business, we havesubstantially increased our investment in external training, medical education and technical service. As a result of our efforts, we have achievedoverall number one ratings in customer satisfaction, value, innovation, sales representatives and training and education in a third-party survey thatwe commissioned in 13 different markets, representing 80% of our surgical sales, in which surgical customers were asked to rank Alcon and our keycompetitors in each of the specified categories without being aware the survey was commissioned by Alcon. In our vision care business, weregularly meet with eye care practitioners to gain feedback and insights on our products and consumers' needs. We also provide training support atour approximately 30 state-of-the-art interactive training centers around the world, as well as through numerous digital and event-based trainingprograms that we provide for practitioners, clinical support staff, students, residents, patients and consumers. In each of our businesses, we havebuilt and maintained our relationships with key stakeholders to establish our trusted reputation in the industry.

• Worldleadingexpertiseineyecareledbyafirst-classmanagementteam. Our expertise in eye care is driven by our more than 70-year historyin the industry and is supported by a high-quality workforce of more than 20,000 employees. We believe our institutional knowledge provides acompetitive advantage because our employees' industry expertise, relationships with our customers and understanding of the development,manufacture and sale of our products helps us to better identify new customer needs, assess markets for entry and identify promising technologies.In addition, we believe the diverse experience of our management team in running complex businesses allows them to add significant value to ourcompany. In particular, we benefit from having a management team with an extensive background in the medical device industry. Led by David J.Endicott, our Chief Executive Officer, our management team's deep knowledge of eye care has allowed us to build a more nimble medical deviceculture within Alcon and created excitement among our workforce for our mission.

OurStrategy

Our going-forward strategy builds on five key pillars in order to generate sustainable and profitable growth:

• Maximizethepotentialofournear-termportfoliobygrowingkeyproducts. In surgical, we plan to build on our leading position in the IOLmarket through the launch of new AT-IOLs, where premium pricing drives a disproportionate 30% of IOL market value while representing only 8%

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of global IOL units sold. In addition, we expect improved diagnostics and new optical designs will address historical barriers to AT-IOL adoption tofurther grow this patient-pay market. We will also continue to invest behind our presbyopia-correcting PanOptixand ReSTORIOL brands, and willcontinue to invest in our vitreoretinal equipment and consumables, where we also see meaningful opportunities for near-term growth. In vision care,we intend to maintain and grow our leading position in most of our product categories through increased eye care professional and consumereducation, supported by continuous production innovation. For example, we believe that the expanding presbyopia market represents a potentialmultibillion dollar opportunity for market participants. We intend to further grow our DAILIESTOTAL1family of products by increasing awarenessamong presbyopic patients to accelerate growth of multifocal sales and by capitalizing on the general market shift to daily disposables. We also aimto expand the dry eye product market by leveraging our well-recognized Systanefamily of eye drops and increasing investment in dry eye educationand awareness, where we see a significant unmet need and an opportunity for robust market growth.

• Accelerateinnovationanddeliverthenextwaveoftechnologies. We are committed to accelerating innovation by continuing to be one of themarket leaders in investment in ophthalmic research and development. The R&D activities of our surgical business are focused on expanding ourAT-IOL portfolio to further improve surgical and refractive outcomes, including through the use of advanced optics, light adjustable materials,accommodating lenses and modular platforms. We are also developing next-generation lasers, robotics and other equipment for cataract,vitreoretinal and laser-refractive surgery, as well as improved visualization equipment. In our vision care business, our focus is on developing andlaunching new contact lens materials, coatings and designs to extend our product lines and improve patient comfort, as well as on new products toexpand our portfolio of presbyopia and ocular health products. Finally, we expect to continue to supplement our internal innovation investments byidentifying and executing on attractive acquisition, licensing and collaboration opportunities with leading academic institutions and early-stagecompanies.

• Captureopportunitiestoexpandmarketsandpursueadjacencies. We believe there is a significant opportunity for growth in markets aroundthe world due to under-penetration of both premium surgical devices, such as AT-IOLs, and of our vision care portfolio. For example, AT-IOLpenetration in international markets was approximately 6% in 2017, as compared to 14% in the U.S. Similarly, contact lens penetration ininternational markets was approximately 3% in 2017, as compared to 15% in the U.S., demonstrating significant potential for future growth. Weintend to facilitate this growth by continued investment in promotion and customer education across all of our markets. In emerging markets inparticular, we believe that the growing number of eye care professionals and dedicated eye hospitals, increased levels of affluence, improvingtechnology access and better patient awareness will increase the adoption of our products. In addition, we believe we have significant opportunitiesto expand into adjacent product categories in which Alcon has not significantly participated in the past, through a combination of internaldevelopment efforts and potential bolt-on mergers and acquisitions activity. These opportunities include office-based diagnostics, surgicalvisualization, solutions for myopia control and consumer driven ocular health products, where we expect our eye care expertise and globalcommercial footprint will allow us to attract and retain new customers.

• Supportnewbusinessmodelstoexpandcustomerexperience. In surgical, we intend to continue to identify new business models that benefithealthcare providers and improve access to leading Alcon products and technologies. For example, we are pursuing value-based business modelsthat reward improved patient outcomes, as well as models that contract the entire procedure versus individual products. In vision care, where e-commerce entries have created some disruption of traditional sales channels, we believe that digital technology can address pain points experienced

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in existing paths to purchase. We intend to continue investing and innovating in digital capabilities to develop new business models in response tochannel shifts and the increase in direct-to-consumer influence.

• Leverageinfrastructuretoimproveoperatingefficienciesandmarginprofileovertime. With the significant organizational and infrastructureinvestments we have made over the last several years, we believe we have established a stable foundation that will allow us to continue to enhancethe productivity of our commercial resources and meaningfully improve our core operating income margins over time. Further, we intend toimprove the mix of our products, implement further supply chain efficiency initiatives and support new lower-cost manufacturing platforms to drivefuture operating profit and cash flows.

OurIndustry

Selected Conditions That Are Treated By Eye Surgery and Surgical Products

Below are the major conditions of the eye that are treated by surgeries for which we offer surgical products and equipment.

Cataracts

A cataract is the clouding of the normally transparent natural lens in the eye. This clouding is usually caused by the aging process, although it can also becaused by heredity, diabetes, environmental factors and, in some cases, medications. Cataracts typically result in blurred vision and increased sensitivity to light.Cataract formations occur at different rates and may affect one or both eyes. With an estimated 27 million procedures to be performed in 2018 worldwide, cataractsurgery is one of the most frequently performed surgical procedures. According to the National Eye Institute, cataracts are the leading cause of blindness worldwideeven though effective surgical treatment exists. Currently, surgical removal of the clouded lens followed by insertion of a transparent artificial replacement lens,called an IOL, is the preferred treatment for cataracts. The clouded lens is usually removed through a process known as phacoemulsification. Duringphacoemulsification, an ophthalmic surgeon makes a small surgical incision in the eye (approximately 2-3 millimeters wide) and inserts an ultrasonic probe thatbreaks up, or emulsifies, the clouded lens while a hollow needle removes the pieces of the lens. Once the cataract is removed, the surgeon inserts an intraocular lensthrough the same surgical incision. An AT-IOL is a type of IOL that also corrects for refractive errors, like presbyopia and astigmatism, at the time of cataractsurgery.

RetinalDisorders

Vitreoretinal procedures involve surgery on the back portion of the eye, namely the retina and surrounding structures. Vitrectomy is the removal of the gel-likesubstance, known as vitreous, that fills the back portion of the eye. Removal of the vitreous allows a vitreoretinal surgeon to operate directly on the retina or onmembranes or tissues that have covered the retina. These procedures typically treat conditions such as diabetic retinopathy, retinal detachment / tears, macularholes, complications of surgery on the front of the eye, diabetic macular edema, trauma, tumors and pediatric disorders. Vitreoretinal surgery can also involveelectronic surgical equipment, lasers and hand-held microsurgical instruments as well as gases and liquids that are injected into the eye.

RefractiveErrors

Refractive errors, such as myopia, commonly known as near-sightedness, hyperopia, commonly known as farsightedness, and astigmatism, a condition inwhich images are not focused at any one point, result from an inability of the cornea and the lens to focus images on the retina properly. If the curvature of thecornea is incorrect, light passing through it onto the retina is not properly focused and

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a blurred image results. For many years, eyeglasses and contact lenses were the only solutions for individuals afflicted with common visual impairments; however,they are not always convenient or attractive solutions. Laser refractive surgery offers an alternative to eyeglasses and contact lenses. Excimer lasers, which are low-temperature lasers that remove tissue without burning, are currently used to correct refractive errors by removing small amounts of tissue to reshape the cornea.These lasers remove tissue precisely without the use of heat and without affecting the surrounding tissue. In the LASIK procedure, the surgeon uses either afemtosecond laser or an automated microsurgical instrument, called a microkeratome, to create a thin corneal flap that remains hinged to the eye. The corneal flapis then folded back and excimer laser pulses are applied to the exposed layer of the cornea to change the shape of the cornea. The corneal flap is then returned to itsnormal position. LASIK has become the most commonly practiced form of laser refractive surgery globally.

Presbyopia

Presbyopia is another common refractive error in which the natural crystalline lens inside the eye becomes less flexible and loses the ability to focus on closeobjects. Presbyopia is a vision condition that accompanies the natural aging process of the eye. It cannot be prevented, and affects nearly two billion peopleworldwide. Although the onset of presbyopia among patients may seem to occur suddenly, generally becoming noticeable when patients reach their mid- to late 30sor early to mid-40s, sight reduction typically occurs gradually over time and continues for the rest of the patient's life. Some signs of presbyopia include difficultyreading materials held close to the reader, blurred vision while viewing a computer screen and eye fatigue along with headaches when reading. Presbyopia can beaccompanied by other common vision conditions, such as myopia, hyperopia and astigmatism. Presbyopia, while most commonly managed with reading glasses,can be addressed surgically by the implantation of an AT-IOL that allows for the correction of presbyopia at the time of cataract surgery.

SurgicalGlaucoma

Glaucoma is the second leading cause of blindness worldwide, estimated to affect more than 90 million people around the globe, with only an estimated32 million people (or approximately 35% of patients) diagnosed. While elevated intraocular pressure (IOP) was historically considered to be synonymous withglaucoma, it is now known that many patients with glaucoma have normal IOP. Treating glaucoma is typically aimed at lowering IOP for patients with normal orelevated pressure.

Most commonly, glaucoma is managed using medication (e.g., drops). For cases requiring additional intervention, laser-based procedures and conventionalsurgical techniques, such as filtration surgery and tube shunts, have typically been used to lower IOP. Filtration surgeries, such as trabeculectomy, involve thecreation of a new channel to drain aqueous humor from inside the eye. Similarly, tube shunts establish a route for fluid to exit through an implanted device. Morerecently, a new category of device and procedure-based surgical intervention, known as Micro-Invasive Glaucoma Surgery (MIGS), has emerged and isexperiencing rapid adoption among both glaucoma and cataract specialists.

Selected Conditions and Eye Care Considerations That Are Addressed By Vision Care Products

Below are the major eye care conditions and considerations that are addressed, treated or supported by our contact lens and ocular health products.

RefractiveErrors

Refractive errors such as myopia, hyperopia, astigmatism and presbyopia are commonly addressed by the use of contact lenses and, in the case of reusablecontact lenses, complemented by proper contact lens care. Presbyopia, for example, can be addressed by the use of multifocal contact lenses.

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DryEyeDisease

Dry eye disease is a ubiquitous, complex, and multifactorial condition, and its effect on patients ranges from intermittent and annoying discomfort to a seriousand chronic vision-threatening disorder. The incidence of dry eyes rises with age, and longer life spans and aging populations throughout the world are keycontributors to increased demand for treatment. Evolving patterns of work and play also contribute to increased demand for treatment, as more people spendsignificant amounts of time working on computers and other digital devices. Wealthier, professional and urban population segments are expanding in rapidlyemerging economies and other developing nations, and these populations have greater access to health care and more resources with which to acquire treatment. Inaddition, more sophisticated diagnostic tools and a greater variety of dry eye products and treatments, such as artificial tear products, are offering improvedeffectiveness and greater relief as they simultaneously stimulate demand.

InfectionsandContaminationduetoInadequateContactLensCare

Proper care of contact lenses through compliance with disinfection regimens is important in reducing the risk of infection and irritation associated with the useof reusable contact lenses, as contact lenses are subject to contamination from cosmetics, grease, bacteria, soaps, hand lotions and atmospheric pollutants, and fromproteins contained in natural tears. When used properly, contact lens care products remove such contaminants from the surface of the contact lens. In addition, lensrewetting drops may be used to rehydrate the lens during wear and to clear away surface material.

OcularAllergies

Allergic conjunctivitis occurs when the conjunctiva of the eye becomes swollen from inflammation due to a reaction to pollen, dander, mold or other allergy-causing substances. When the eyes are exposed to allergy-causing substances, which can vary from person-to-person and are often dependent on geography, asubstance called histamine is released by the body and causes blood vessels in the conjunctiva to swell. 'Allergy eyes' can become red and itchy very quickly.Seasonal Allergic Conjunctivitis (SAC) is the most common type of eye allergy. People affected by SAC experience symptoms during certain seasons of the year.Allergy eye can be treated with various ocular health products including medications, such as antihistamines, and combinations of antihistamines and rednessrelievers.

OurProducts

We research, develop, manufacture, distribute and sell eye care device products. Our broad range of products represents one of the strongest portfolios in theeye care devices industry, with high-quality and technologically advanced products across all major product categories in ophthalmic surgical devices and visioncare. We are organized into two global business segments: surgical and vision care.

Surgical

We hold the number one position in the global ophthalmic surgical market, offering implantable products, consumables and equipment for use in surgicalprocedures to address cataracts, vitreoretinal conditions, refractive errors and glaucoma. Our surgical portfolio includes equipment, instrumentation anddiagnostics, IOLs and other implantables, and a broad line of consumables, including viscoelastics, surgical solutions, incisional instruments, surgical custompacks, and other products. For the year ended December 31, 2018, sales for our implantables, consumables and equipment and other surgical products were$1.2 billion, $2.2 billion and $0.6 billion, respectively.

Our installed base of equipment is core to our market leading position in our surgical business, with best-in-class platforms in cataract and vitreoretinalequipment and the largest installed base of

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cataract phacoemulsification consoles, vitrectomy consoles and refractive lasers in the industry. These platforms each have long buying cycles that lastapproximately seven to ten years and act as anchoring technologies that drive recurring sales of our consumables and help cross-promote sales of our implantabledevices. Across our cataract, vitreoretinal and refractive surgical product lines, over 40% of our greater than $2 billion consumables business comes from dedicatedproducts that interface with an equipment platform (e.g., cassette packs, patient interfaces).

Our cataract offerings include the Centurionvision system for phacoemulsification and cataract removal, the LenSxfemtosecond laser used for specific stepsin the cataract surgical procedure, the LuxORophthalmic microscope, the Verionimaged guided system for cataract surgery planning and image guidancethroughout the cataract procedure, and the ORASYSTEMfor intra-operative measurements, guidance and outcomes analysis/optimization. Our AcrySoffamily ofIOLs includes offerings ranging from monofocal IOLs for basic cataract surgery to AT-IOLs under our PanOptixand ReSTORbrands for the correction ofpresbyopia and/or astigmatism at the time of cataract surgery. We also offer a collection of pre-loaded options with the UltraSertand AutonoMeIOL deliverydevices. In 2017, we launched a new IOL material under the ClareonCE Mark in the EU, which we intend to launch worldwide following receipt of the necessaryregulatory approvals in other countries.

Our vitreoretinal portfolio includes the Constellationvision system, GrieshaberDSP and MIVSinstrumentation and Ultravithigh speed vitrectomy probes, thePurepointlaser, and the NGENUITY3D visualization system.

Our refractive surgery portfolio includes WaveLightlasers and diagnostics used for LASIK and other laser-based vision correction procedures, includingtopography guided procedures marketed under the Contourabrand.

Our glaucoma portfolio includes the EX-PRESSglaucoma filtration device.

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The following table lists certain key marketed surgical products. While we intend to sell our marketed products throughout the world, not all products andindications are currently available in every country:

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Cataract AcrySoffamily of IOLs, including:

• AcrySofIQ monofocal IOLs

• UltraSertpre-loaded IOL delivery system with the AcrySofIQmonofocal IOL

• AcrySofIQ Toric astigmatism-correcting IOLs

• AcrySofIQ ReSTORpresbyopia-correcting IOLs

• AcrySofIQ ReSTORToric presbyopia- and astigmatism-correcting IOLs

• AcrySofIQ PanOptixpresbyopia-correcting IOLs

• AcrySofIQ PanOptixToric presbyopia- and astigmatism-correctingIOLs

Clareonmonofocal IOL with the automated, disposable AutonoMepre-loaded IOL delivery system

Cataract Refractive Suite by Alcon, including:

• Centurionvision system for phacoemulsification and cataract removal

• LenSxfemtosecond laser used for specific steps in the cataract surgicalprocedure

• LuxORophthalmic microscope

• ORASystem for intra-operative measurements and guidance duringsurgery, as well as post-operative analysis/optimization

• Verionimaged guided system for cataract surgery planning andguidance

Surgical Procedure Packs CustomPaksurgical procedure packs

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CataractEquipment

We maintain our market leadership in cataract surgical products by providing a comprehensive offering of surgical equipment, single-use and disposableproducts, viscoelastics, surgical solutions and surgical packs, all supported by our broad and experienced team of field service professionals. We currently marketproducts for cataract surgery in substantially all of our markets.

Our strong installed base of equipment and extensive clinician relationships drive sales of our IOLs and consumables. We consider the quality and breadth ofour portfolio to be a key differentiator as a "one-stop-shop" offering for our customers, synonymous with quality, reliability, and accessibility. Our

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Vitreoretinal Constellationvision system

GrieshaberDSP and MIVSinstrumentation

Purepointlaser

Ultravithigh speed vitrectomy probes

NGENUITY3D visualization system

Refractive WaveLightEX500 excimer laser for LASIK and other refractive correctionprocedures

WaveLightTopolyzerVARIO diagnostic device for measurement andplanning before refractive surgery

WaveLightFS200 femtosecond laser for refractive surgery

Glaucoma EX-PRESSglaucoma filtration device

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Cataract Refractive Suite covers every stage of the surgical workflow from clinical planning to cataract removal and post-operative optimization.

In 2013, we launched our Centurionvision system for cataract surgery. This system includes Active Fluidics technology, an automated system that optimizesanterior chamber stability by allowing surgeons to proactively set and maintain target IOP within the eye during the cataract removal procedure, thereby deliveringan unprecedented level of intraoperative control.

We also sell the LenSxlaser system. The first femtosecond laser to receive FDA clearance for use in cataract surgery, LenSxis used to create incisions in thecornea, create a capsulorhexis, and complete lens fragmentation as part of the cataract procedure. This enables surgeons to perform some of the most delicatemanual steps of cataract surgery with image-guided visualization and micron precision.

Our Verionreference unit and Veriondigital marker together form an advanced surgical planning, imaging and guidance technology designed to providegreater accuracy and efficiency during cataract surgery. Our ORASYSTEMalso provides key intra-operative measurements to improve the placement precision ofan implanted IOL during cataract surgery, for example, by aligning the rotation of a toric IOL to the axis of astigmatism. Post-operatively, our ORASYSTEMaidswith outcomes analysis and ongoing optimization for improved outcomes.

In addition, we recently launched the NGENUITY3D visualization system in the United States and EU to provide surgeons improved visualization bycombining a high-dynamic 3D camera, advanced high-speed image optimization, polarizing surgeon glasses and an ultra-high definition 4K OLED 3D display thatoffers improved depth perception. Within visualization, we also sell the LuxORsurgical ophthalmic microscope (acquired from Endure Medical Systems) with itsproprietary ILLUMIN-itechnology, which provides an expanded illumination field with a 6x-larger, highly stable red reflex zone.

CataractIOLs

Our AcrySofIOL is the most implanted intraocular lens in the world. AcrySofIOLs are made of the first material specifically engineered for use in anintraocular lens. More than 100 million AcrySofIOLs have been implanted since introduction.

We have a longstanding record of innovation within the IOL market. In 2005, we introduced a new class of IOLs to correct presbyopia with our multifocalAcrySofReSTORoffering. In 2006, we also launched the AcrySofToric IOL, designed to correct various levels of preexisting astigmatism in cataract patients. In2009, the AcrySofIQ Toric lens was launched globally, incorporating the aspheric technology into a toric design.

We have continued to grow our ReSTORportfolio. In 2016, the AcrySofIQ ReSTOR3.0D Toric IOL was approved by the FDA and launched in the U.S. toaddress presbyopia and preexisting astigmatism at the time of cataract surgery in adult patients who desire improved near, intermediate and distance vision with anincreased potential for spectacle independence. In 2017, the AcrySofIQ ReSTOR+2.5D Toric IOL was approved by the FDA and launched in the U.S.

In recent years, presbyopia correction lenses have evolved to include trifocal designs. In 2015, we launched the AcrySofIQ PanOptixtrifocal IOL in selectmarkets outside the U.S. to complement our ReSTORmultifocal offering. This novel diffractive optic has two step heights, sending light to three foci to supportnear, intermediate and distance vision. In 2017, the AcrySofIQ PanOptixToric lens was launched in select markets outside the U.S. to address both astigmatismand presbyopia.

We have also introduced several innovations to the delivery device used for introducing an IOL into the capsular bag during cataract surgery. Our UltraSertpre-loaded IOL delivery system combines

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the control of a manually loaded device with the safety and convenience of a disposable, pre-loaded injector to optimize the implantation of the AcrySofIQAspheric IOL into the cataract patient's eye.

In 2017, we received a European CE Mark for the ClareonIOL with the AutonoMedelivery system. AutonoMeis the first automated, disposable, pre-loadedIOL delivery system that enables precise delivery of the IOL into the capsular bag in patients undergoing cataract surgery. The new device is being introduced withthe ClareonIOL, a new material with an advanced design that enables sharp, crisp vision, low edge glare and unsurpassed optic clarity.

Our AT-IOLs provide significant visual benefits to patients above standard monofocal IOLs. Accordingly, the price for these AT-IOLs is higher than the pricefor monofocal styles. This impacts the market penetration of AT-IOLs in the majority of countries, as patients must pay incremental charges above the cost oftraditional cataract surgery to obtain an AT-IOL and, in some markets, must pay out-of-pocket for the entire surgical procedure and the AT-IOL.

In the U.S., our monofocal IOLs are generally fully covered by medical insurance providers or government reimbursement programs, whereas certain of ourAT-IOLs may only be partially covered. This payment model was established by two landmark rulings issued by CMS in May 2005 and January 2007. The CMSrulings provide Medicare beneficiaries a choice between cataract surgery with a monofocal IOL, which would be reimbursed as a covered benefit under Medicare,or cataract surgery with an AT-IOL, such as our AcrySofReSTORlens and AcrySofToric lens, which would be partially reimbursed under Medicare and partiallypaid out-of-pocket. Many commercial insurance plans mirror the CMS rulings, although commercial plans may vary based on third-party payor. The bifurcatedpayment for the implantation of AT-IOLs has increased the market acceptance of our AT-IOLs in the U.S. Outside the U.S., payment and reimbursement modelsvary widely from country to country, generally depending on the policy adopted by the relevant local healthcare authority on coverage and payment.

SurgicalProcedurePacks

To provide convenience, efficiency and value for ophthalmic surgeons, Alcon offers CustomPaksurgical procedure packs for use in ophthalmic surgery.Unlike conventional surgical procedure packs, our CustomPaksurgical procedure packs allow individual surgeons to customize the products included in theirpack. Our CustomPaksurgical procedure packs include both our single-use products as well as third-party items not manufactured by Alcon. We believe that ourCustomPakoffering allows ophthalmic surgeons to improve their efficiency in the operating room, while avoiding the complexity and cost of having to kit surgicalitems for each respective procedure. We offer more than 11,000 configurations of our CustomPaksurgical procedure packs globally, using more than 2,500components.

VitreoretinalSurgery

Our vitreoretinal surgical product offering is one of the most comprehensive in the industry for surgical procedures for the back of the eye. We currentlymarket our vitreoretinal surgical products in substantially all of the countries in which we sell products.

For vitrectomy procedures, we sell our Constellationvision system in the United States and our global markets. We believe this system delivers a higher levelof control to the physician through higher vitreous cutting rates and embedded laser technology. The Constellationvision system platform continues to drive ourmarket share in the global premium segment of vitrectomy packs.

In addition to our Constellationvision system, we also sell a full line of vitreoretinal products, including procedure packs, lasers, and hand-held microsurgicalinstruments, as well as our Grieshaberand MIVSlines of disposable retinal surgery instruments. We also sell a full line of scissors, forceps,

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and micro-instruments in varying gauge sizes, as well as a range of medical grade vitreous tamponades, which replace vitreous humor during many retinalprocedures.

We continue to advance our portfolio with smaller gauge (27+) instruments and higher cut speed vitrectomy probes. We also sell Ultravithigh speedvitrectomy probes, which operate at a speed of 7,500 cuts per minute (cpm). This increased speed helps reduce traction that can cause iatrogenic tears and post-operative complications.

RefractiveSurgery

Our refractive sales include lasers, disposable patient interfaces used during laser correction procedures, technology fees, and diagnostic devices necessary toplan the refractive procedure. Our WaveLightrefractive suite includes the EX500 excimer laser, designed to reshape the cornea, and the FS200 femtosecond laser,designed to create a corneal flap and to deliver laser refractive therapy as part of the LASIK refractive procedure.

We also recently launched ContouraVision, a topography-guided LASIK treatment designed to provide surgeons with the ability to perform morepersonalized laser procedures for patients with nearsightedness, or nearsightedness with astigmatism. This procedure is based on the unique corneal topography ofeach eye, as measured through the WaveLightTopolyzerVARIO diagnostic device. Our U.S. clinical studies for this treatment demonstrated 93% of all eyesstudied achieved E chart visual acuity of 20/20 or better one year after surgery.

GlaucomaSurgery

Our EX-PRESSglaucoma filtration device is approved and marketed in the U.S., Europe, Canada, Australia and several other markets. This shunt is implantedunder the scleral flap to enhance outflow of aqueous humor and reduce intraocular pressure in patients with open-angle glaucoma. The EX-PRESSglaucomafiltration device creates consistent and predictable outcomes when used as part of trabeculectomy procedures.

Vision Care

Our vision care portfolio comprises daily disposable, reusable and color-enhancing contact lenses, as well as a comprehensive portfolio of ocular healthproducts, including over-the-counter products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. For the year endedDecember 31, 2018, sales of our contact lens and ocular health products were $1.9 billion and $1.2 billion, respectively.

Our broad portfolio of daily disposable, reusable and color-enhancing contact lenses includes Dailiesand AirOptix, two of our key brands. Our Dailiesproduct line includes DAILIESAquaComfortPLUSand DAILIESTOTAL1, the first and only water gradient contact lens in the market, which is also offered in amultifocal design to address the fast growing presbyopia market. DAILIESTOTAL1is designed to be a super-premium lens positioned to compete at the highestlevels across the contact lens market. Our AirOptixmonthly replacement product line features silicone hydrogel contact lenses in monofocal, astigmatism-correcting, and multifocal options, as well as AirOptixColorsand AirOptixplusHydraGlydecontact lenses.

Our key brands in our ocular health portfolio include the Systanefamily of artificial tear and related dry eye products, as well as the Opti-Freeand ClearCarelines of multi-purpose and hydrogen peroxide disinfecting solutions, respectively. Select ocular health products include artificial tear and related dry eye productsmarketed under the TearsNaturaleand Gentealbrands, Naphcon-Aand Zaditoreye drops for the temporary relief of ocular itching due to allergies, and vitaminsfor ocular health marketed under the ICAPSand Vitaluxbrands.

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The following table lists certain key marketed vision care products. While we intend to sell our marketed products throughout the world, not all products andindications are currently available in every country:

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Contact Lenses Dailiesfamily of daily disposable contact lenses (includingDAILIESTOTAL1andDAILIESAquaComfortPLUSlenses)

AirOptixfamily of silicone hydrogel contact lenses (includingAirOptixplusHydraGlydeand AirOptixColorslenses)

FreshLookfamily of color contact lenses

Ocular Health ClearCarefamily of hydrogen peroxide contact lens caresolution ( AOSEPTPLUS outside of North America)

Opti-Freefamily of multi-purpose disinfecting contact lenscare solution

Gentealfamily of artificial tears

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ContactLenses

Alcon is the number two company in the branded contact lens market based on sales in 2018. This position is driven largely by our core brands Dailies, AirOptixand FreshLook. The growth of our portfolio is also driven by our market-leading soft contact lens technology DAILIESTOTAL1, a high-performingplatform that grew 45% in sales from 2016 to 2017. Our market-leading multifocal offering provides a platform for expanding the presbyopia market, which webelieve is a potential multibillion dollar opportunity for market participants, by combining the center-near precision profile aspheric design with DAILIESTOTAL1water gradient technology. The recent launch of DAILIESTOTAL1Multifocal has the potential to capture more presbyopes, including consumers who havetraditionally dropped out of contact lenses due to discomfort. We continue to experience market growth due to trade-up to daily disposable lenses and premiumsilicone hydrogel (SiHy) materials, uptake of toric and multifocal specialty lenses, as well as increasing penetration in emerging markets. We have a broad contactlens offering, ranging from entry-level disposable lenses to premium water gradient technology, in addition to colored options and reusable contact lenses. Wecontinue to focus on core product performance while increasing consumer investment behind a best-in-class innovation portfolio of key products, such as ourDAILIESTOTAL1water gradient SiHy, AirOptixColors, AirOptixplusHydraGlydeand FreshLookcontact lenses.

In 2016, we launched AirOptixplusHydraGlydein the U.S. and the EU, which is an innovation upgrade to monthly SiHy contact lenses featuringHydraGlydemoisture matrix technology for longer lasting lens surface wettability. These contact lenses bring together two innovative technologies— SmartShieldtechnology and HydraGlydemoisture matrix—for a unique combination of deposit protection and longer-lasting lens surface moisture. SmartShieldtechnology is apatented, ultra-thin protective shield that helps the lens resist lipid deposits and delivers outstanding wettability. It also helps the lens resist changes from everydaycosmetic product use. HydraGlydemoisture matrix is a wetting agent specifically designed for SiHy lenses that helps attract lens surface moisture and retain lenssurface hydration. This is the latest innovation in the AirOptixfamily of monthly replacement contact lenses, whose comprehensive portfolio includes monthlyreplacement clear and color contact lenses, overnight and flexible wear options, toric and multifocal lens correction.

In 2016, DAILIESTOTAL1Multifocal contact lenses were launched in the U.S. and the EU to provide refractive correction for distance, intermediate and nearvision for people with presbyopia. The DAILIESTOTAL1water gradient technology reduces end-of-day dryness, as the water content approaches nearly 100% atthe outermost surface of the lens. The "hydrophilic" (water-loving) surface of the lens is almost as soft as the surface of the cornea (corneal epithelium) to enhancecomfort, while the innovative optical design of this new multifocal lens offers a smooth progression of power designed to provide a seamless experience betweendistant, intermediate and near vision. DAILIESTOTAL1Multifocal contact lenses became commercially available in Australia, Canada, the U.S. and Switzerland asof July 27, 2016 and in various EU countries as of September 1, 2016.

We also expect to commence the initial launch of a new line of contact lenses, PRECISION1, in different jurisdictions between 2019 and 2020. PRECISION1will be a daily disposable, SiHy contact lens intended to compete within the mainstream subcategory of the global daily disposable contact lens

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Systanefamily of artificial tears and related dry eye products

TearsNaturalefamily of lubricant eye drops

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market. We believe that PRECISION1will be engineered for the highest visual clarity of any contact lens in its class.

OcularHealth

Alcon currently holds a market leading position in artificial tears. We continue to focus on core product performance while increasing promotion behind abest-in-class innovation portfolio under the brand leadership of Systaneartificial tears. The Systaneportfolio is a comprehensive offering of ocular health solutions,most of which are indicated for the temporary relief of burning and irritation due to dryness of the eye. The Systaneportfolio includes products for daily andnighttime relief, as well as products for discomfort associated with contact lens wear. SystaneUltralubricant eye drops are sold in approximately 90 countries,including the U.S., Canada, the EU, Latin America and Asia. SystaneBalancelubricant eye drops are sold in more than 65 countries. SystaneHydrationlubricanteye drops, a novel combination that includes hyaluronic acid, are sold in more than 35 countries across Europe, Canada and Australia.

In 2017, SystaneCOMPLETE lubricant eye drops received a CE Mark. This addition to the Systaneproduct line offers fast hydration and long-lasting, optimalrelief from various types of dry eye problems with nano-droplet technology for enhanced coverage. We launched SystaneCOMPLETE in the U.S., Canada and theEU in 2018.

Alcon is also a market leader in contact lens care in both multi-purpose and hydrogen peroxide solutions. The vast majority of our contact lens care productsare comprised of disinfecting solutions to remove harmful micro-organisms on contact lenses, with a smaller amount of sales coming from cleaners to removeundesirable film and deposits from contact lenses and lens rewetting drops to improve wearing comfort for contact lenses. We also benefit from strong synergiesbetween our contact lens business and our contact lens care products.

In 2011, we received approval in the U.S. to market Opti-FreePureMoist, our fastest growing multi-purpose disinfecting solution, which is approved forSiHy and all other soft contact lenses. PureMoistcontains our patented HydraGlydemoisture matrix technology to provide long lasting comfort to contact lenswearers and is now our flagship brand in most key markets. In 2015, we received approval to add HydraGlydemoisture matrix technology to ClearCare, ourmarket leading hydrogen peroxide contact lens care solution. ClearCareis branded AOSEPTPLUS in many markets outside of the U.S. We currently market theseproduct in most major markets throughout the world.

Finally, our ocular health portfolio also includes artificial tear and related dry eye products marketed under the TearsNaturaleand Gentealbrands, productsfor the temporary relief of ocular itching due to ocular allergies marketed under the Naphcon-Aand Zaditorbrands and vitamins for the maintenance of generalocular health marketed under the ICAPSand Vitaluxbrands.

Our ocular health portfolio is typically over the counter but, in a small number of our markets, certain of our ocular health products require a prescription.

PrincipalMarkets

Alcon serves consumers and patients in over 140 countries worldwide. The following table sets forth a breakdown of the aggregate net sales of Alcon bygeographical market during the year ended December 31, 2018:

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2018NetSales $m % United States 2,942 41 International 4,207 59 Total 7,149 100

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Sales of the vast majority of our products are not subject to material changes in seasonal demand. However, sales of certain of our vision care products,including those for allergies and dry eye, are subject to seasonal variation. In addition, sales of our surgical equipment are also subject to variation based on hospitalor clinic purchasing cycles.

ResearchandDevelopment

Alcon has made one of the largest commitments to research and development in the eye care devices market, with proven R&D capabilities in the areas ofoptical design, material and surface chemistry, automation and equipment platforms. Currently, our research and development organization employs over 1,200individuals dedicated to our research and development efforts, including physicians, doctors of optometry and PhDs. Our researchers have extensive experience inthe field of ophthalmology and frequently have academic or practitioner backgrounds to complement their product development experience.

We organize cross-functional development teams to drive new innovations to our customers and our patients around the world. New projects for our surgicaland vision care pipelines originate either from concepts developed internally by staff scientists and engineers, ideas from eye care professionals in ophthalmology,or through strategic partnerships with academic institutions or other companies. Our research and development organization has been designed to achieve globalregistration of products through the efforts of a global clinical and regulatory affairs organization primarily based in Fort Worth, Texas, with regional and localoffices around the world.

In 2018, we invested $587 million in research and development, representing 8.2% of our total 2018 revenues, and we invested approximately $580 million in2017 and $500 million in 2016. In addition to our in-house R&D capabilities, as part of our efforts to pursue strategic R&D partnerships with third parties, ourdedicated business development team has completed over 25 BD&L transactions since 2016. For example, in 2016 we announced our strategic alliance with U.S.-based PowerVision, Inc. to develop fluid-based accommodating IOLs for cataract patients. In addition, our recent partnership with Philips Healthcare to create anew digital health platform to support our cataract equipment will allow us to deliver fully integrated information to ophthalmic surgeons. We continually reviewand refine our operating model to optimize for efficiency and productivity. Recent improvements in productivity coupled with a number of strategic partnershipshave collectively led to more than 60% growth in the number of projects within our portfolio of internal and external innovation over the past three years. Acrossour surgical and vision care pipelines, we have more than 100 pipeline projects in process as of December 31, 2018, including over 35 that have achieved positiveproof of concept or are undergoing regulatory review.

Our research and development organization maintains an extensive network of relationships with top-tier scientists in academia and with leading healthcareprofessionals, surgeons, inventors and clinician-scientists working in ophthalmology. The principal purpose of these collaborative scientific interactions is tosupplement our internal pipeline and leverage technological advancements in academia and the clinical setting.

While our primary focus is on delivering new products to our patients and customers, we also support the advancement of basic science through the AlconResearch Institute, which seeks to encourage, advance and support vision research. Alcon Research Institute is one of the largest corporately funded researchorganizations devoted to vision research in the world. The institute's activities are planned and directed by an autonomous Executive Steering Committee that iscomprised of distinguished ophthalmologists and vision researchers. The institute has worldwide representation and operates under the premise that improvementsin the diagnosis and treatment of ocular diseases are dependent upon advances in basic science and clinical research carried out by independent

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investigators in institutions throughout the world. The institute has also awarded more than 330 awards and research grants over the past 35 years.

Research and development activities within our surgical business are focused on expanding intraocular lens capabilities to further improve surgical andrefractive outcomes and on developing equipment and instrumentation for cataract, vitreoretinal, refractive and glaucoma surgeries, as well as new platforms fordiagnostics and visualization. Our focus within our vision care business is on the research and development of new manufacturing platforms and novel contact lensmaterials, coatings and optical designs for various lens replacement schedules, with the ultimate goal of improving patient outcomes. In addition to our efforts todevelop next-generation contact lens technologies, we also aim to strengthen our ocular health portfolio with novel delivery systems that safely deliver productsthat provide relief from symptoms of dry eye and ocular allergies.

We continue to seek opportunities to collaborate with third parties on advanced technologies for various ophthalmic conditions. These include the potential toprovide accommodative contact and intraocular lenses for patients living with presbyopia.

MarketingandSales

Alcon conducts sales and marketing activities in both the U.S. and international markets. During the year ended December 31, 2018, 41% of our sales were inthe United States and 59% were in international markets. We are present in every significant market in the world where ophthalmology and optometry arepracticed, with operations in over 74 countries supported by over 3,000 employees dedicated to direct sales and with products sold in over 140 countries.

Our global commercial capability is organized around sales and marketing organizations dedicated to our surgical and vision care businesses and wecustomize these efforts to the medical practice needs of each customer. In addition to direct promotion of our products, our sales representatives provide customerswith access to clinical education programs, data from clinical studies and technical service assistance. Our selling models also include focused efforts in keychannels, including strategic accounts, key accounts and pharmacies.

In each of our markets, we rely on our strong relationships with eye care professionals to attract and retain customers. We engage healthcare professionals toserve as clinical consultants, to participate on advisory boards and to conduct presentations regarding our products. In addition, we have established or sponsorseveral long-standing programs that provide training and education to eye care professionals, including providing training support at our approximately 30 state-of-the-art interactive training centers around the world. These facilities introduce ophthalmologists to our surgical equipment and cataract products through hands-ontraining in surgical techniques while exposing them to leading ophthalmologists.

In our surgical business, our marketing efforts are supported by global advertising campaigns, claims from clinical registration and post-approval studies andby the participation of marketing and sales representatives in regional and global medical conferences. Technical service after the sale is provided using anintegrated customer relationship management system in place in many markets. All of our technical service in the U.S., and a high percentage of that serviceoutside the U.S., is provided by service technicians employed directly by Alcon. In countries where we do not have local operations or a scientific office, we usedistributors to sell and handle the physical distribution of our products. Within our surgical business, the practices of our marketing and sales representativescontinue to change to meet emerging market trends, namely consolidation of providers, increasing pricing pressures, proliferation of smaller competitors,increasing demands for outcome evidence, and a shift from relationship-based selling orientated toward physicians versus professional economic buyers focused oncost.

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In our vision care business, we support our products with direct-to-consumer marketing campaigns, including advertising, promotions and other marketingmaterials, and with retailer-focused marketing and promotional materials. The fast-evolving landscape for our vision care business varies significantly by country.Three key trends in marketing and sales help drive the continuing evolution of our vision care business: (1) internet-based purchasing is increasing, as onlineplayers grow and the internet plays a bigger role as a source of consumer information and a platform for price referencing, (2) channel consolidation is accelerating,as chains grow in size and vertically integrate, and (3) independent ECPs vary in influence, as many align more closely with retailers. We see an opportunity toleverage digital technology to address pain points experienced by consumers and patients in existing paths to purchase. We also intend to continue investing andinnovating in digital capabilities to develop new business models in response to channel shifts and increases in direct-to-consumer influence.

While we market all of our products by calling on medical professionals, direct customers and distribution methods differ across our business lines. Surgicalproducts are sold directly to hospitals and ambulatory surgical centers, although we sell through distributors in certain markets outside the United States where wedo not have local operations or a scientific office. In most countries, contact lenses are available only by prescription. Our contact lenses can be purchased fromECPs, optical chains and large retailers, subject to country regulation. Our ocular health products can be found in major drugstores, pharmacies, food stores andmass merchandising and optical retail chains globally, with access subject to country regulations, including free-sale, pharmacy-only and prescription regulations.No single customer accounted for more than 10% of our global sales in 2018.

ManufacturingandSupplies

Manufacturing

We generally organize our manufacturing facilities along product categories, with most plants being primarily dedicated to the manufacture of either oursurgical or vision care product offerings. As of December 2018, we employed approximately 3,900 people to manufacture surgical products at ten facilities in theUnited States, Belgium, Switzerland, Ireland, Germany and Israel, and approximately 5,200 people to manufacture vision care products at eight facilities in theUnited States, Germany, Singapore, Malaysia and Indonesia. Our functional division of plants reflects the unique differences in regulatory requirements governingthe production of surgical medical devices as well as the different technical skills required of employees in these manufacturing environments. All of ourmanufacturing plants are ISO 13485 and ISO 14001:2015 certified. Currently, we manufacture approximately 90% of our products internally and rely on third-party manufacturers, which will include Novartis after the spin-off, for a limited number of products.

The goal of our supply chain strategy is to efficiently produce and distribute high quality products. To that end, we employ cost-reduction programs, known ascontinuous improvement programs, involving activities such as cycle-time reductions, efficiency improvements, automation, plant consolidations and procurementsavings programs as a means to reduce manufacturing and component costs. To comply with good manufacturing practices and to improve the skills of ouremployees, we train our direct labor manufacturing staff throughout the year. Our professional employees are trained in various aspects of management, regulatoryand technical issues through a combination of in-house seminars, local university classes and trade meetings.

The manufacture of our products is complex, involves advanced technology and is heavily regulated by governmental health authorities around the world,including the FDA. Risks inherent to the medical device industry, specifically as they relate to Class III devices, are part of our operations. If we or our third-partymanufacturers, including Novartis, fail to comply fully with regulations, there could be a product recall or other shutdown or disruption of our production activities.We have implemented a

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global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events.

Supplies

The ingredients used in certain of our surgical products, such as viscoelastics, and our ocular health products, such as our products for dry eye, are sourcedfrom facilities that meet the regulatory requirements of the FDA or other applicable health regulatory authorities. Because of the proprietary nature and complexityof the production of these ingredients, a number of them are only available from a single or limited number of FDA-approved sources. The majority of activechemicals, biological raw materials and selected inactive chemicals used in our products are acquired pursuant to long term supply contracts. The sourcing ofcomponents used in our surgical products differs widely due to the breadth and variety of products, with a number of the components sourced from a single orlimited number of suppliers. When we rely upon a sole source or limited sources of supply for certain components, we try to maintain a sufficient inventoryconsistent with prudent practice and production lead-times and to take other steps necessary to ensure our continued supply. The prices of our supplies are generallynot volatile.

KeyCorporateFunctions

As a division of Novartis, we historically relied on financial and certain legal, administrative and other support functions of Novartis to operate our business.In particular, NBS provided us with services across the following service domains: human resources operations, real estate and facility services, including sitesecurity and executive protection, procurement, information technology, commercial and medical support services, security, and financial reporting and accountingoperations. Novartis also performed certain corporate functions on our behalf, including but not limited to tax, treasury, internal audit, investor relations, corporategovernance and listed company compliance and communications functions.

In connection with our separation from Novartis, we are creating our own financial, administrative, corporate governance and listed company compliance andother support systems, including for the services NBS historically provided to us, or expect to contract with third parties to replace Novartis systems that we are notestablishing internally. We expect this process to be complex, time consuming and costly. In addition, we are establishing or expanding our own tax, treasury,internal audit, investor relations, corporate governance and listed company compliance, communications and other corporate functions. These corporate functionsfall beyond the scope of the operational service domains formerly provided by NBS and will require us to develop new standalone corporate functions. We expectto incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the additional corporate services that Novartishistorically provided us prior to the separation. These one-time costs are expected to be approximately $0.3 billion and primarily relate to the transfer ofinformation technology systems from Novartis to us over the two to three-year period following the completion of the spin-off.

Novartis will continue to provide support for certain of our key services functions after the separation for approximately 24 months pursuant to a TransitionalServices Agreement and certain other agreements we will enter into with Novartis. See "Item 7. Major Shareholders and Related Party Transactions—7.B. RelatedParty Transactions—Agreements Between Novartis and Us".

Any failure or significant downtime in integrating the portion of NBS transferred to us or establishing our own corporate functions could affect our ability toperform corporate and other support functions on a timely basis. See "Item 3. Key Information—3.D. Risk Factors—Risks Related to the Separation from Novartis"for more details.

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IntellectualProperty

We strive to protect our investment in the research, development, manufacturing and marketing of our products through the use of patents, trademarks,copyrights, trade secrets and other intellectual property. We own or have rights to a number of patents, trademarks, copyrights, trade secrets and other intellectualproperty directly related and important to our businesses. As of December 31, 2018, we owned approximately 2,100 U.S. patents and pending U.S. patentapplications and approximately 12,100 corresponding patents and patent applications outside the United States.

We believe that our patents are important to our business but that no single patent, or group of related patents, currently is of material importance in relation toour business as a whole. Our strategy is to develop patent portfolios for our research and development projects in order to obtain market exclusivity for theinnovative features of our products in our major markets. The scope and duration of protection provided by a patent can vary significantly from country to country.However, even after the expiration of all patents covering a product, we may continue to derive commercial benefits from such product.

We routinely monitor the activities of our competitors and other third parties with respect to their use of our intellectual property. When appropriate, we willenforce our intellectual property rights to ensure that we are receiving the protections they afford us. Similarly, we will staunchly defend our right to develop andmarket products against unfounded claims of infringement by others. We will aggressively pursue or defend our position in the appropriate courts if the disputecannot otherwise be promptly resolved.

In addition to our patents and pending patent applications in the United States and selected non-U.S. markets, we rely on proprietary know-how and tradesecrets in our businesses and work to ensure the confidentiality of this information, including through the use of confidentiality agreements with employees andthird parties. In some instances, we also acquire, or obtain licenses to, intellectual property rights that are important to our businesses from third parties.

All of our major products are sold under trademarks that we consider in the aggregate to be important to our businesses as a whole. We consider trademarkprotection to be particularly important in the protection of our investment in the sales and marketing of our contact lens care and ocular health products. The scopeand duration of trademark protection varies widely throughout the world.

We also rely on copyright protection in various jurisdictions to protect the software and printed materials our business relies upon, including software used inour surgical and diagnostic equipment. The scope and duration of copyright protection for these materials also varies widely throughout the world.

Competition

The eye care industry is highly competitive and subject to rapid technological change and evolving industry requirements and standards. Alcon competes witha number of different companies across its two business segments—surgical and vision care. Companies within our industry compete on technological leadershipand innovation, quality and efficacy of their products, relationships with ECPs and healthcare providers, breadth and depth of product offerings and pricing. Thepresence of these factors varies across our surgical and vision care product offerings. Our principal competitors also sometimes form strategic alliances and enterinto co-marketing agreements in an effort to better compete. We face strong local competitors in some markets, especially in developed markets, such as the U.S.,western Europe and Japan.

Surgical

The surgical market is highly competitive. Superior technology and product performance give rise to category leadership in the surgical market. Service andlong term relationships are also key factors in

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this competitive environment. Surgeons rely on the quality, convenience, value and efficiency of a product and the availability and quality of technical service. Weprimarily compete with Carl Zeiss Meditec AG, Bausch Health Companies Inc. and Johnson & Johnson in the surgical market.

We expect to compete against companies that offer alternative surgical treatment methodologies, including multifocal and accommodating AT-IOLapproaches, and companies that promote alternative approaches for responding to the conditions our products address. At any time, our known competitors andother potential market entrants may develop new devices or treatment alternatives that may compete directly with our products. In addition, they may gain a marketadvantage by developing and patenting competitive products or processes earlier than we can or by obtaining regulatory approvals / clearances or marketregistrations more rapidly than we can.

We believe that the principal competitive factors in our surgical market include:

• disruptive product technology;

• alternative treatment modalities;

• breadth of product lines and product services;

• ability to identify new market trends;

• acceptance by ophthalmic surgeons;

• customer and clinical support;

• regulatory status and speed to market;

• price;

• product quality, reliability and performance;

• capacity to recruit engineers, scientists and other qualified employees;

• digital initiatives that change business models;

• reimbursement approval from governmental payors and private healthcare insurance providers; and

• reputation for technical leadership.

Shifts in industry market share can occur in connection with product issues, physician advisories, safety alerts, and publications about our products. In thecurrent environment of managed care, with consolidation among healthcare providers, increased competition, and declining reimbursement rates, there is alsoincreasing pressure on price.

Vision Care

The vision care market is also highly competitive, and our primary competitors are Johnson & Johnson, Bausch Health Companies Inc. and The CooperCompanies, Inc.

In contact lenses, all companies continue to focus on growing the daily disposable SiHy segment due to the price trade-up opportunity from non-SiHy andreusable lenses. Our DAILIESTOTAL1provides the most advanced daily disposable SiHy contact lens with its advanced "water gradient" technology, but currentlyonly caters to the premium market given its higher price point. We also compete with manufacturers of eyeglasses and with surgical procedures that correct visualdefects. We believe that there are opportunities for contact lenses to attract new customers in the markets in which we operate, particularly in markets where thepenetration of contact lenses in the vision correction market is low. Additionally, we compete with new market entrants with disruptive distribution models thatcould potentially innovate to challenge traditional models, including the ECP channel in which Alcon has a significant presence. We also believe that laser visioncorrection is not a significant threat

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to our sales of contact lenses based on the growth of the contact lens market over the past decade and our involvement in the laser vision correction market throughour surgical business.

In ocular health, the market is characterized by competition for market share through the introduction of products that provide superior effectiveness.Recommendations from ECPs and customer brand loyalty, as well as our product quality and price, are key factors in maintaining market share in these products.Our ocular health competitors also include Allergan, Inc.

GovernmentRegulation

Overview

Our businesses are subject to varying degrees of governmental regulation in the countries in which we operate, and the general trend is toward increasinglystringent regulation. In the U.S., the drug, device and dietary supplement industries have long been subject to regulation by various federal and state agencies,primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The exercise of broad regulatory powers by the FDA continues toresult in increases in the amounts of testing and documentation required for the commercialization of regulated products and a corresponding increase in theexpense of product introduction. Similar trends are also evident in the EU and in other markets throughout the world. In addition to market access regulation, ourbusinesses are also subject to other forms of regulation, such as those relating to anti-bribery, data privacy and cybersecurity and trade regulation matters. We arealso subject to regulations related to environmental and safety matters, which are discussed in greater detail in "Item 4. Information on the Company—4.D.Property, Plants and Equipment—Environmental Matters".

Product Approval and Monitoring

Most of our products are regulated as medical devices in the U.S. and the EU. These jurisdictions each use a risk-based classification system to determine thetype of information that must be provided to the local regulatory bodies in order to obtain the right to market a product. In the U.S., the FDA classifies devices intothree classes: Class I (low risk), Class II (moderate risk) and Class III (high risk). Many of our devices are Class II or III devices that require premarket review bythe FDA. The primary pathway for our Class II devices is FDA clearance of a premarket notification under section 510(k) of the FDCA. With a 510(k) submission,the manufacturer must submit a notification to the FDA that includes performance data that establish that the product is substantially equivalent to a "predicatedevice", which is typically another Class II previously-cleared device. Our Class III devices require FDA approval of a PMA application. With a PMA application,the manufacturer must submit extensive supporting evidence, including clinical data, sufficient to demonstrate a reasonable assurance that the device is safe andeffective for its intended use.

In the EU, CE marking is required for all medical devices sold. Prior to affixing the CE Mark, the manufacturer must demonstrate that their device conformsto the relevant essential requirements of the EU's Medical Device Directive through a conformity assessment procedure. The nature of the assessment depends uponthe classification of the device. The method of assessing conformity varies depending on the type and classification of the product. For most Class I devices, theassessment is a self-certification process by the manufacturer. For all other devices, the conformity assessment procedure requires review by a "notified body",which is authorized or licensed to perform conformity assessments by national device regulatory authorities. The conformity assessment procedures require atechnical review of the manufacturer's product and an assessment of relevant clinical data. Notified bodies may also perform audits of the manufacturer's qualitysystem. If satisfied that the product conforms to the relevant essential requirements, the notified body issues a certificate of conformity, which the manufactureruses as a basis for its own declaration of conformity and application of the CE mark.

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The EU published a new Medical Device Regulation in 2017 which will impose significant additional requirements on medical device manufacturers,including with respect to clinical development, labeling, technical documentation and quality management systems. The regulation has a three-year implementationperiod. Medical devices placed on the market in the EU after May 2020 will require certification according to these new requirements, except that devices withvalid CE certificates, issued pursuant to the Medical Device Directives before May 2020, can be placed on the market until those certificates expire, at the latest inMay 2024, provided there are no significant changes in the design or intended purpose of the device.

We also market products that are regulated in other product categories, including lasers, drug products, dietary supplements, and medical foods. Theseproducts are also subject to extensive government regulation, which vary by jurisdiction. For example, in the U.S., our drug products must either be marketed incompliance with an applicable over-the-counter drug monograph or receive FDA approval of a New Drug Application. In the EEA, our drug products must receivea marketing authorization from the competent regulatory authority before they may be placed on the market. There are various application procedures available,depending on the type of product involved.

Clinical trials may be required to support the marketing of our drug or device products. In the U.S., clinical trials must be conducted in accordance with FDArequirements, including informed consent from study participants, and review and approval by an institutional review board (IRB), among other requirements.Additionally, FDA authorization of an Investigational Device Exemption (IDE) application must be obtained for studies involving significant risk devices prior tocommencing the studies. In the EU, clinical trials usually require the approval of an ethics review board and the prior notification to, or authorization of the studyfrom, the regulatory authority in each country in which the trial will be conducted.

Regulations of the U.S. FDA and other regulatory agencies in and outside the U.S. impose extensive manufacturing requirements as well as postmarketcompliance and monitoring obligations on our business. The manufacture of our device, drug and dietary supplement products is subject to extensive and complexgood manufacturing practice and quality system requirements, which govern the methods used in, and the facilities and controls used for, the design, manufacture,packaging, storage, handling and servicing of our products. We are also subject to requirements for product labeling and advertising, recordkeeping, reporting ofadverse experiences and other information to identify potential problems with our marketed products, as well as recalls and field actions. We are also subject toperiodic inspections for compliance with these requirements. We expect this regulatory environment will continue to require significant technical expertise andcapital investment to ensure compliance.

Medical device, drug, and dietary supplement manufacturers are also subject to taxes, as well as application, product, user, establishment, and other fees. Forexample, in 2010, the ACA imposed an excise tax on medical device manufacturers and importers. The excise tax was subsequently suspended from January 1,2016 through December 31, 2017 as part of the Consolidated Appropriations Act of 2016. In January 2018, the excise tax was suspended for an additional twoyears.

Price Controls

The prices of our medical devices and drugs that require prescriptions are subject to reimbursement programs and price control mechanisms that vary fromcountry to country. Due to increasing political pressure and governmental budget constraints, we expect these programs and mechanisms to remain robust, and topotentially even be strengthened. As a result, such programs and mechanisms could have a negative influence on the prices we are able to charge for our medicaldevice products, particularly those used in cataract and vitreoretinal surgeries.

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Regulations Governing Reimbursement

In the U.S., patient access to our drug and device products that require a prescription is determined in large part by the coverage and reimbursement policies ofthird-party health insurers, including government programs such as Medicare and Medicaid. Both government and commercial health insurers are increasinglyfocused on containing health care costs and have imposed, and are continuing to consider, additional measures to exert downward pressure on device and drugprices. Outside the U.S., global trends toward cost-containment measures likewise may influence prices for healthcare products in those countries. Adversedecisions relating to either coverage for our products or the amount of reimbursement for our products, could significantly reduce the acceptance of and demand forour products and the prices that our customers are willing to pay for them.

Health Care Fraud and Abuse; Anti-Bribery

We are subject to health care fraud and abuse and anti-bribery laws and regulations in the U.S. and around the world, including state and federal anti-kickback,anti-self-referral, and false claims laws in the U.S. These laws are complex and subject to evolving interpretation by government agencies and courts. For example,in the U.S., relationships between manufacturers of products paid for by federal and state healthcare programs and healthcare professionals are regulated by a seriesof federal and state laws and regulations, such as the Federal Anti-Kickback Statute, that restrict the types of financial relationships with referral sources that arepermissible. As discussed in greater detail in "Item 4. Information on the Company—4.B. Business Overview—Marketing and Sales", we engage in a series ofmarketing activities targeted at healthcare professionals, which include among others the provision of training programs. If one or more of these activities werefound to be in violation of the Federal Anti-Kickback Statute or comparable state laws, or if we otherwise generally fail to comply with any of the health care fraudand abuse and anti-bribery laws and regulations or any other law or governmental regulation, or there are changes to the interpretation of any of the foregoing, wecould be subject to, among other things, civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs and the curtailment orrestructuring of our operations.

Data Privacy and Cybersecurity

The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including patient health information andfinancial information), is increasing. For example, the EU General Data Protection Regulation that took effect in 2018 contains enhanced financial penalties fornoncompliance. Similarly, the U.S. Department of Health and Human Services has issued rules governing the use, disclosure and security of protected healthinformation, and the FDA has issued further guidance concerning cybersecurity for medical devices.

In addition, certain countries have issued or are considering data localization laws, which limit companies' ability to transfer protected data across countryborders. Failure to comply with data privacy and cybersecurity laws and regulations can result in enforcement actions, including civil or criminal penalties.

Trade Regulation

The movement of products, services, and investment across borders subject us to extensive trade regulations. A variety of laws and regulations in the countriesin which we transact business apply to the sale, shipment and provision of goods, services and technology across borders. These laws and regulations govern,among other things, our import, export and other business activities. We are also subject to the risk that these laws and regulations could change in a way thatwould expose us to additional costs, penalties or liabilities. Some governments also impose economic sanctions against certain countries, persons or entities.

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In addition to our need to comply with such regulations in connection with our direct activities, we also sell and provide goods, technology and services toagents, representatives and distributors who may export such items to customers and end-users. Failure by us or the third parties through which we do business tocomply with applicable import, export control or economic sanctions laws and regulations may subject us to civil or criminal enforcement action, and varyingdegrees of liability.

4.C.ORGANIZATIONALSTRUCTURE

OrganizationalStructure

We are currently a wholly owned subsidiary of Novartis. Following the spin-off, we will be a separate, standalone company independent of Novartis. Novartiswill not retain any ownership interest in Alcon. See Item 4.B. "Information on the Company—Business Overview" for additional information.

SignificantSubsidiaries

Below is a list of subsidiaries that will have total assets exceeding 10% of our combined assets, or sales and operating revenues in excess of 10% of ourcombined sales, immediately following the spin-off:

4.D.PROPERTY,PLANTSANDEQUIPMENT

Our corporate headquarters is currently located in Geneva, Switzerland. The principal office for our Swiss and international operations, which is also ourregistered office, is located in Fribourg, Switzerland and the principal office for our U.S. operations is located in Fort Worth, Texas.

We believe that our current manufacturing and production facilities have adequate capacity for our medium-term needs. To ensure that we have sufficientmanufacturing capacity to meet future production needs, we regularly review the capacity and utilization of our manufacturing facilities. The FDA and otherregulatory agencies regulate the approval for use of manufacturing facilities for medical devices, and compliance with these regulations requires a substantialamount of validation time prior to start-up and approval. Accordingly, it is important to our business that we ensure we have sufficient manufacturing capacity tomeet our future production needs.

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Name CountryofFormation %ofEquityInterestAlcon Pharmaceuticals Ltd. Switzerland 100Alcon Vision, LLC United States 100Alcon Laboratories, Inc. United States 100

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MajorFacilities

The following table sets forth our most significant production and research and development facilities:

An expansion of our Johns Creek, Georgia facility was approved in 2017 to add three production lines of DAILIESTOTAL1contact lenses. This project is stillin progress. We expect to pay a total amount of approximately $100 million on this project. Through December 31, 2018, the total amount paid and committed onthis project was approximately $89 million.

In March 2018, the second phase of expansion of our Grosswallstadt, Germany and Singapore facilities relating to the production of contact lenses wasapproved. We expect to pay a total amount of approximately $450 million on the Grosswallstadt project and approximately $125 million on the Singapore project,in each case for both the first and second phases of expansion. Through December 31, 2018, the total amount paid and committed on the Grosswallstadt project wasapproximately $345 million and the total amount paid and committed on the Singapore project was approximately $119 million.

Each of the projects discussed above were funded from the internal resources of the Novartis Group.

EnvironmentalMatters

We integrate core values of environmental protection into our business strategy to protect the environment, to add value to the business, manage risk andenhance our reputation.

We are subject to laws and regulations concerning the environment, safety matters, regulation of chemicals and product safety in the countries where wemanufacture and sell our products or otherwise operate our business. As a result, we have established internal policies and standards that aid our operations insystematically identifying relevant hazards, assessing and mitigating risks and communicating risk information. These internal policies and standards are in place toensure our operations comply with relevant environmental, health and safety laws and regulations, and that periodic audits of our operations are conducted. Thepotential risks we identify are integrated into our business planning, including investments in reducing safety and health risks to our associates and reducing ourimpact on the environment. We have also dedicated resources to monitor legislative and regulatory developments and emerging issues to anticipate futurerequirements and undertake policy advocacy when strategically relevant.

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Location SizeofSite(inm2) MajorActivity

Fort Worth, Texas 315,200 Production, research and development for surgical and vision care businessesJohns Creek, Georgia 84,100 Production, research and development for vision care businessGrosswallstadt, Germany 65,200 Production, research and development for vision care businessJohor, Malaysia 43,900 Production for vision care businessIrvine, California 40,800 Production, research and development for surgical businessHouston, Texas 37,400 Production for surgical businessBatam, Indonesia 35,000 Production for vision care businessSingapore 35,000 Production for vision care businessHuntington, West Virginia 27,500 Production for surgical businessSinking Spring, Pennsylvania 21,800 Production for surgical businessCork, Ireland 13,600 Production for surgical businessPuurs, Belgium 8,000 Production for surgical businessSchaffhausen, Switzerland 4,100 Production for surgical business

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ITEM4A.UNRESOLVEDSTAFFCOMMENTS

Not applicable.

ITEM5.OPERATINGANDFINANCIALREVIEWANDPROSPECTS

5.A.OPERATINGRESULTS

This operating and financial review should be read together with the section captioned "Selected Financial Data", "Item 4. Information on the Company—4.B.Business Overview" and the combined financial statements of the Novartis AG Alcon business and the related notes to those statements included elsewhere in thisForm 20-F. Among other things, those financial statements include more detailed information regarding the basis of preparation for the following information. Thecombined financial statements of the Novartis AG Alcon business have been prepared in accordance with International Financial Reporting Standards (IFRS) aspublished by the International Accounting Standards Board and are presented in U.S. dollars. This discussion contains forward-looking statements that involverisks and uncertainties. As a result of many factors, such as those set forth under "Risk Factors" and elsewhere in this Form 20-F, Alcon actual results may differmaterially from those anticipated in these forward-looking statements. Please see "Special Note About Forward-Looking Statements" in this Form 20-F. "Item 5.Operating and Financial Review and Prospects", together with the sections on products in development and key development projects of our businesses (see "Item4. Information on the Company—4.B. Business Overview"), constitute the Operating and Financial Review ("Lagebericht"), as defined by the Swiss CO.

OVERVIEW

Alcon researches, develops, manufactures, distributes and sells a full suite of eye care products within two segments: surgical and vision care. The surgicalsegment is focused on ophthalmic products for cataract surgery, vitreoretinal surgery, refractive laser surgery and glaucoma surgery, and includes implantables,consumables and surgical equipment required for these procedures. The vision care segment comprises daily disposable, reusable and color-enhancing contactlenses, and a comprehensive portfolio of ocular health products, including products for dry eye, contact lens care and ocular allergies, as well as ocular vitaminsand redness relievers. For the historical periods presented, the Alcon business was operated as a division of Novartis.

We are the largest eye care devices company in the world, based on 2018 net sales to third parties. We are dedicated to providing innovative products thatenhance quality of life by helping people see better. Our strong foundation is based on our longstanding success as a trusted brand, our legacy of industry firsts andadvancements, our leading positions in the markets in which we compete and our continued commitment to substantial investment in innovation. With over70 years of history in the ophthalmic industry, we believe the Alcon brand name is synonymous with innovation, quality, service and leadership among eye careprofessionals worldwide. We employ over 20,000 employees from more than 90 nationalities, operating in over 74 countries and serving consumers and patients inover 140 countries.

Since our acquisition by Novartis in 2011, we have operated as a division within Novartis. On June 29, 2018, Novartis announced its intention to seekshareholder approval for the spin-off of its Alcon Business, following the complete legal and structural separation of Alcon into a standalone company. Thisseparation is subject to a number of conditions, including, among other things, final regulatory approvals. See "Item 4. Information on the Company—4.A. Historyand Development of the Company—The Spin-off—Conditions to the Spin-off".

Before or substantially concurrently with the separation and the spin-off, Novartis will transfer to us substantially all of the assets and liabilities of its eye caredevices business, consisting of our surgical and vision care businesses. The combined financial statements exclude, in all periods presented, the assets, liabilitiesand results of operations of the ophthalmic pharmaceutical business that, in connection

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with a Novartis Group business reorganization, was transferred from the Alcon Division to the Innovative Medicines Division of Novartis, effective as ofJanuary 1, 2016. However, the combined financial statements include, in all periods presented, the assets, liabilities and results of operations of the ophthalmicover-the-counter products and a small portfolio of surgical diagnostics medications, the management and reporting of which, in connection with a Novartis Groupbusiness reorganization, was transferred to Alcon from the Innovative Medicines Division of Novartis, effective as of January 1, 2018. Prior to the completion ofthe spin-off, we intend to enter into a Separation and Distribution Agreement and several other agreements with Novartis to effect the separation and provide aframework for our relationship with Novartis after the spin-off.

In 2018, Alcon achieved net sales to third parties of $7.1 billion. United States accounted for $2.9 billion, or 41%, of total net sales, Japan accounted for$0.6 billion, or 8%, of total net sales, and the rest of the world accounted for $3.6 billion, or the remaining 51%, of total net sales.

BasisofPreparation

The business of Alcon did not form a separate legal group of companies in all periods presented. As a result, the accompanying combined financial statementsof the Novartis AG Alcon business were prepared on a standalone basis and are derived (carved-out) from the Novartis consolidated financial statements andaccounting records. The combined financial statements include the assets and liabilities within Novartis subsidiaries in such historical periods that are attributableto the Alcon business and exclude the assets and liabilities within Alcon subsidiaries in such historical periods not attributable to its business. The combinedfinancial statements include charges and allocation of expenses related to certain Novartis business support functions across the following service domains: humanresources operations, real estate and facility services, including site security and executive protection, procurement, information technology, commercial andmedical support services and financial reporting and accounting operations. In addition, allocations were made for Novartis corporate general and administrationfunctions in the areas of corporate governance, including board of directors, corporate responsibility and other corporate functions, such as tax, corporategovernance and listed company compliance, investor relations, internal audit, treasury and communications functions.

The preparation of carve-out financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or duringthe period that affects the reported amounts of assets and liabilities as well as expenses. Actual outcomes and results could differ from those estimates andassumptions. Management believes that the allocation methodology used was reasonable and all allocations have been performed on a basis that reasonably reflectsthe services received by Alcon, the cost incurred on behalf of Alcon and the assets and liabilities of Alcon. Although the combined financial statements reflectmanagement's best estimate of all historical costs related to Alcon, this may however not necessarily reflect what the results of operations, financial position or cashflows of Alcon would have been had Alcon operated as an independent, publicly traded company for the periods presented, nor the future actual expenses andresults of Alcon on a standalone basis following the completion of the separation and the spin-off.

For further information on the basis of preparation of the combined financial statements see Note 2 to our combined financial statements included elsewhere inthis Form 20-F.

ItemsYouShouldConsiderWhenEvaluatingOurCombinedFinancialStatementsandAssessingOurFutureProspects

Our results of operations, financial position and cash flows could differ from those that would have resulted if we operated autonomously or as an entityindependent of Novartis in the periods for which combined financial statements are included in this Form 20-F, and such information may not be

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indicative of our future operating results or financial performance. As a result, you should consider the following facts when evaluating our historical results ofoperations and assessing our future prospects:

• For certain of the periods covered by our combined financial statements, our business was operated within legal entities which hosted portions ofother Novartis businesses. For example, historically, our assets and liabilities also included certain assets and liabilities related to the ophthalmicpharmaceutical business that will remain with Novartis and which are not included in these combined financial statements. In addition, in all theperiods presented, our combined financial statements include the ophthalmic over-the-counter products and a small portfolio of surgical diagnosticsmedications, the management and reporting of which was transferred to Alcon from the Innovative Medicines Division of Novartis effective as ofJanuary 1, 2018.

• Income taxes attributable to the Alcon business were determined using the separate return approach, under which current and deferred income taxesare calculated as if a separate tax return had been prepared in each tax jurisdiction. In various tax jurisdictions, Alcon and Novartis businessesoperated within the same legal entity and certain Alcon subsidiaries were part of a Novartis tax group. This required an assumption that thesubsidiaries and operations of Alcon in those tax jurisdictions operated on a standalone basis and constitute separate taxable entities. Actualoutcomes and results could differ from these separate tax return estimates, including those estimates and assumptions related to realization of taxbenefits within these Novartis tax groups.

• Our combined financial statements also include an allocation and charges of expenses related to certain Novartis functions. However, the allocationsand charges may not be indicative of the actual expense that would have been incurred had we operated as an independent, publicly traded companyfor the periods presented therein. For example, historically, our business has been charged with a significant portion of appropriate administrativecosts, such as those related to services Alcon has received from NBS across the following service domains: human resources operations, real estateand facility services, including site security and executive protection, procurement, information technology, commercial and medical supportservices and financial reporting and accounting operations, and these have been reflected in our combined financial statements based on historicalallocations and charges. Accordingly, these overhead costs were affected by the historical arrangements that existed between the historical reportingunits of the Alcon business and Novartis and typically did not include a profit margin. Once we operate as a standalone company, we expect that aprofit margin may be charged on certain services provided to us by Novartis during the transitional period, however, we do not expect this to besignificant.

• Our combined financial statements also include an allocation from Novartis of certain corporate related general and administrative expenses that wewould incur as a publicly traded company that we have not previously incurred. These include costs associated with corporate governance, includingboard of directors, corporate responsibility and other corporate functions, such as tax, corporate governance and listed company compliance,investor relations, internal audit, treasury and communications functions. The allocation of these additional expenses, which are included in thecombined financial statements, may not be indicative of the actual expense that would have been incurred had we operated as an independent,publicly traded company for the periods presented.

• In connection with the separation, we expect to incur one-time costs of approximately $0.3 billion after the completion of the spin-off relating to thetransfer of information technology systems from Novartis to us. We expect to incur these expenses during the next 2-3 years.

• As part of Novartis, we historically benefited from discounted pricing with certain suppliers as a result of the buying power of Novartis. As aseparate entity, we may not obtain the same level of supplier discounts historically received.

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• In connection with the completion of the spin-off, we expect to incur $3.5 billion in total indebtedness and, as of the completion of the spin-off, weexpect to have $1.8 billion of outstanding non-current financial debt and $1.7 billion of outstanding current financial debt. Such indebtedness andthe related interest expenses associated with such debt, expected to be between $110 million and $130 million per year, are not fully reflected in ourcombined financial statements.

• On August 28, 2018, we announced our immediate, voluntary market withdrawal of our CyPassmicro-stent surgical glaucoma product from theglobal market. Our combined financial statements include the sales of CyPassmicro-stent products from and after the launch of the product in 2016until our withdrawal of the product from the market in August 2018. As a result, in the year ended December 31, 2018, we recognized a one-timepre-tax charge of $282 million (after tax $206 million). This consisted of $11 million for the costs associated with the market withdrawal and$337 million for the impairment of the CyPassintangible assets. These charges were partially offset by the $66 million gain for the reduction in therelated contingent consideration liability.

• The preparation of financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or duringthe period that affects the reported amounts of assets and liabilities as well as expenses. In particular, due to the fact that the presented combinedfinancial statements have been carved out from Novartis financial statements, actual outcomes and results could differ from those estimates andassumptions as indicated in the Critical accounting policies and estimates section of this document. See Note 3 of our combined financial statementsincluded elsewhere in this Form 20-F and in the "Critical accounting policies and estimates" section within this Item 5.A.

Segmentdescription

The Alcon business is divided operationally on a worldwide basis into two identified reporting segments: surgical and vision care. Both segments aresupported by Research and Development and Manufacturing and Technical Operations, whose results are incorporated into the respective segment contribution. Inaddition, certain income and expenses are not allocated to segments, including amortization, impairments, cost of Alcon corporate management, and other incomeand expenses.

Surgical

In surgical, Alcon offers implantable products, consumables and equipment for use in surgical procedures to address cataracts, vitreoretinal conditions,refractive errors and glaucoma. This includes equipment, instrumentation and diagnostics, IOLs and other implantables, and a broad line of consumables, includingviscoelastics, surgical solutions, incisional instruments, surgical custom packs, and other products. In 2018, the surgical segment accounted for $4.0 billion, or56%, of Alcon net sales to third parties, and contributed $813 million or 58% of Alcon operating income (excluding unallocated income and expenses).

Vision Care

In vision care, Alcon markets an extensive portfolio of contacts lens and ocular health products, which are aimed at helping consumers see better. Alconproduct lines include daily disposable, reusable and color-enhancing contact lenses, and a comprehensive portfolio of ocular health products, including over-the-counter products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. In 2018, the vision care segment accounted for$3.1 billion, or 44%, of Alcon net sales to third parties, and contributed $594 million or 42% of Alcon operating income (excluding unallocated income andexpenses).

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OPPORTUNITYANDRISKSUMMARY

The surgical and vision care markets in which Alcon operates are large, dynamic and growing. As the world population grows and ages, the need for qualityeye care is expanding and evolving. In addition, although it is estimated that 80% of all visual impairments are currently preventable, treatable or curable, weoperate in markets that have substantial unmet medical and consumer needs. Our surgical and vision care products are targeted at addressing many of these unmetmedical and consumer needs through products that are used in treating multiple ocular health conditions and offer leading eye care solutions for patients throughouttheir lives.

The surgical market in which we operate includes sales of implantables, consumables, and surgical equipment, including associated technical, clinical andservice support and training, and is projected to grow at approximately 4% per year from 2018 to 2023. Growth drivers in the surgical market include: globalgrowth of cataract and vitreoretinal procedures, driven by an aging population; increased access to care; higher uptake of premium patient-pay technologies;increased adoption of advanced technologies; and eye disease as a comorbidity linked to the global prevalence of diabetes.

The vision care market in which we operate is comprised of products designed for ocular care and consumer use, and is also projected to grow atapproximately 4% per year from 2018 to 2023.

Growth drivers in the vision care market include: continued modality shift to daily disposable lenses from reusable lenses and the resulting sales premium;advancements in specialty lenses combined with increasing demand for toric, multifocal and cosmetic lenses; a significant population of approximately 194 millionundiagnosed dry eye patients, with an additional 42 million self-diagnosed dry eye patients using unsuitable products for treatment; growing access andconsumption of vision care products in emerging markets; and increasing consumer access through the expansion of distribution models.

In each of our markets, we rely on our strong relationships with eye care professionals and consumers to attract and retain customers and expand the market.We have also made one of the largest commitments to research and development in the eye care devices market, which we expect to continue through internalinnovation investments and identifying and executing on attractive acquisition, licensing and collaboration opportunities.

In 2016, we outlined and executed on a turnaround plan to return Alcon to sustainable, profitable growth and address existing challenges. Prior to such time,the Alcon business had experienced stagnating growth driven by challenges in maximizing investments in its pipeline, the need for additional investment inpromotional activities for existing Alcon products, an aging information technology infrastructure and difficulties in optimizing customer service, training, fieldservice and inventory levels. The goal of the turnaround plan was to first fix the Alcon foundation, then to execute the growth plan and, in future periods, accelerateinnovation, expand markets and adjacencies and develop new business models. Our growth acceleration plan consists of three phases:

• Fix the foundation (2016-2017) : The initial phase of our growth plan in 2016 and 2017 focused on fixing the foundation of the Alcon business byinvesting in promotion, capital and systems, reinvigorating the innovation pipeline, strengthening our customer relationships and developing animble medical device culture. Improving the culture at Alcon has also been a top priority, and the organization has responded with significantmorale improvement. Strong results have followed, including sales returning to growth over the last several quarters.

• Execute the growth plan (2018-2020) : We began the second phase of our growth plan in 2018, with a focus on superior execution, further investingin high-potential products and market segments and accelerating our product development cycle. In our surgical business, we intend to expand andgrow the premium IOL market with our AT-IOL offerings and our PanOptixbrand of presbyopia correcting IOLs (PC-IOLs). We also plan toexpand our vitreoretinal business, in part through enhancing technology penetration in key markets and by accelerating conversion

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from optical to digital surgery. In our vision care business, we intend to grow our DAILIESTOTAL1family of products and expand the presbyopiacategory through increased consumer awareness, lens comfort and quality. We also plan to continue the global roll-out of our SystaneCOMPLETEproduct and grow consumer demand with investments in direct-to-consumer marketing.

• Deliver leading-edge solutions (2021 and beyond) : Following the completion of the second phase of our growth plan, the third phase will focus onaccelerating innovation, capturing opportunities to expand markets and pursue adjacencies and developing new business models to improve accessto our leading product portfolio.

As a result of the growth acceleration plan and Alcon continuing business initiatives, Alcon anticipates achieving sales growth for the 2018 to 2023 period at acompound annual growth rate in the mid-single digits and achieving a core operating income margin in the low-to-mid 20% range by 2023, driven by a favorableproduct mix, manufacturing, process and cost efficiencies and the leveraging of Alcon existing infrastructure. Alcon also anticipates making over $3 billion ofcapital enhancements from 2018 to 2023, with its capital expenditures as a percentage of total sales expected to be in the mid-single digits by the end of that period,and spending $2.5 billion on research and development over the next five years. Additionally, Alcon expects that it will be able to achieve a core tax rate in thehigh teens by 2023 and that its free cash flow will increase 2.5 to 3.0 fold from 2018 to 2023. For additional information regarding core operating income marginand core tax rate, which are non-IFRS measures, see the explanation of non-IFRS measures and reconciliation tables starting on page 154.

Alcon future expectations are subject to various risks and uncertainties, including market dynamics in the surgical and vision care markets, general economicconditions and the pace of innovation in our industry, as well as successfully achieving our growth strategies and efficiency initiatives. These expectations were, inthe view of management, prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management'sknowledge and belief, the expected future financial performance of Alcon. However, this information is not fact and should not be relied upon as necessarilyindicative of future results, and you are cautioned not to place undue reliance on the prospective financial information. There will likely be differences betweenAlcon expectations and the actual results and those differences could be material. We can give no assurance that Alcon expectations will be achieved and we do notundertake any obligation to release publicly the results of any future revisions we may make to the expectations. When considering Alcon expectations, you shouldkeep in mind the risk factors and other cautionary statements in "Risk Factors" and "Special Note About Forward-Looking Statements" in this Form 20-F.

The prospective financial information has been prepared by, and is the responsibility of, Alcon management. PricewaterhouseCoopers SA has neither audited,reviewed, examined, compiled nor applied agreed-upon procedures with respect to the prospective financial information included in this Form 20-F and,accordingly, PricewaterhouseCoopers SA does not express an opinion or any other form of assurance with respect thereto. The report ofPricewaterhouseCoopers SA included in this Form 20-F relates to the historical combined financial statements included elsewhere in this Form 20-F. It does notextend to the prospective financial information and should not be read to do so.

Our financial results are affected to varying degrees by internal and external factors. For example, our ability to grow depends on the commercial success ofour products and our ability to maintain our position in the highly competitive markets in which we operate. Even if we protect our intellectual property to thefullest extent permitted by applicable law, competitors may market products that compete with our products. Our ability to grow also depends on the success of ourresearch and development efforts in bringing new products to market, as well as the commercial acceptance of our products. Increased pricing pressure in thehealthcare industry in general could also impact our ability to generate returns and invest for the future. Additionally, our products are subject to competition fromlower priced versions of our products and our industry continues to be challenged by the

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vulnerability of distribution channels to counterfeiting. Product recalls or voluntary market withdrawals in connection with defects or unanticipated use of ourproducts could also have a material adverse effect upon our business. For example, in August 2018, we announced our immediate, voluntary market withdrawal ofour CyPassmicro-stent from the global market. This withdrawal may have a material adverse effect on our business, financial condition, results of operations andreputation and we may become the subject of claims or other actions in connection with the withdrawal. At this time, we cannot predict the full impact suchwithdrawal will have on our financial results. Additionally, the separation and spin-off from Novartis and the liabilities we are assuming in the spin-off could alsohave an adverse effect on our business or cause management distraction or business disruption as we begin to operate as a standalone company.

Further, our ability to grow may be impacted by the ongoing consolidation among distributors, retailers and healthcare provider organizations, which couldincrease both the purchasing leverage of key customers and the concentration of credit risk. We also may be adversely affected by changes in inventory levels orfluctuations in buying patterns by our large distributor and retail customers. If we overestimate demand and produce too much of a particular product, we face arisk of inventory obsolescence. In addition, for certain materials, components and services, we rely on sole or limited sources of supply. Our customer relationscould be negatively impacted by the loss of our significant suppliers or the inability of any such supplier to meet certain specifications or delivery schedules.Further, we have developed strong relationships with numerous healthcare providers, and rely on them to recommend our products to their patients and to othermembers of their organizations. Consumers in the eye health industry have a tendency not to switch products regularly and are repeat consumers, meaning that aphysician's initial recommendation of our products, and a consumer's initial choice to use our products, have an impact on the success of our products. Therefore, itis important to our business and results of operations to retain and grow these relationships.

Given our global presence, our operations and business results are also influenced and affected by the global economic and financial environment, includingunpredictable political conditions that currently exist in various parts of the world. Additionally, a portion of our operations are conducted in emerging markets andare subject to risks and potential costs such as economic, political and social uncertainty, as well as relatively low average income levels and limited governmentreimbursement for the cost of healthcare products and services. Our operations and business results are also affected by the varying degrees of governmentalregulation in the countries in which we operate, making the process of developing new products and obtaining necessary regulatory marketing authorizationlengthy, expensive and uncertain. The manufacture of our products is also highly regulated. Any changes or new requirements related to the regulatory approvalprocess or postmarket requirements applicable to our products in any jurisdiction could be costly and onerous to comply with.

For more details on these trends and how they could impact our results, see "Item 3. Key Information—3.D. Risk Factors".

COMPONENTSOFRESULTSOFOPERATIONS

Netsales

Revenue is recognized on the sale of Alcon products and services and recorded as "Net sales" in the combined income statement when there is persuasiveevidence that a sales arrangement exists, title and risks and rewards for the products are transferred to the customer, the price is determinable and collectability isreasonably assured. When contracts contain customer acceptance provisions, sales are recognized upon the satisfaction of acceptance criteria.

Surgical equipment may be sold together with other products and services under a single contract. The total consideration is allocated to the separate elementsbased on their relative fair values. Revenue is recognized once the recognition criteria have been met for each element of the contract.

Provisions for rebates and discounts granted to government agencies, wholesalers, retail pharmacies, managed healthcare organizations and other customersare recorded as a deduction from revenue at the time the related revenues are recorded or when the incentives are offered. They are calculated on the basis ofhistorical experience and the specific terms in the individual agreements.

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Cash discounts are offered to customers to encourage prompt payment and are recorded as revenue deductions. Provisions for revenue deductions are adjustedto actual amounts as rebates, discounts and returns are processed. The provision represents estimates of the related obligations, requiring the use of judgment whenestimating the effect of these sales deductions.

Alcon updated its revenue accounting policies, effective January 1, 2018, upon the adoption of IFRS 15 Revenue From Contracts with Customers. See"Item 5. Operating and Financial Review and Prospects—5.A. Operating Results—New Accounting Standards".

Otherrevenues

"Other revenue" mainly includes third party royalty income.

Inventories

Inventory is valued at acquisition or production cost determined on a first-in first-out basis. This value is used for the "Cost of goods sold" in the combinedincome statement. Unsalable inventory is fully written off in the combined income statement under "Cost of goods sold".

Research&Development

Internal research and development (R&D) costs are fully charged to "Research & development" in the combined income statement in the period in which theyare incurred. Alcon considers that regulatory and other uncertainties inherent in the development of new products preclude the capitalization of internaldevelopment expenses as an intangible asset until marketing approval from a regulatory authority is obtained in relevant major markets, such as the United States,the European Union, Switzerland or Japan.

Growthratecalculation

For ease of understanding, Alcon uses a sign convention for its growth rates such that a reduction in operating expenses or losses compared to the prior periodis shown as a positive growth.

RESULTSOFOPERATIONS

In evaluating Alcon performance, we consider not only the IFRS results, but also certain non-IFRS measures, including various "core" results and constantcurrency ("cc") results. These measures assist us in evaluating our ongoing performance from period to period and we believe this additional information is usefulto investors in understanding the performance of our business. A reconciliation between the non-IFRS measures presented below and the most directly comparableIFRS measures is shown starting on page 157. Alcon core results, constant currencies and other non-IFRS measures are explained in more detail starting onpage 154 and are not intended to be substitutes for the equivalent measures of financial performance prepared in accordance with IFRS. These measures may differfrom similarly titled non-IFRS measures of other companies.

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2018comparedto2017

Key figures

Alcon sales growth accelerated in 2018 as the business benefited from investments in its growth plan, with a focus on strengthening customer relationshipsand improving operations alongside accelerating innovation and sales. In surgical, we continued the global roll out of our AcrySofIQ PanOptixtrifocal IOL, whichaims to improve distance vision in cataract patients. Alcon also launched SystaneCOMPLETE in the U.S., enhancing the Systanefamily of dry eye drops as a first-line treatment option for patients who suffer from evaporative dry eye, aqueous tear deficient dry eye or mixed dry eye.

Alcon net sales to third parties were $7.1 billion in 2018, up 5% in reported terms and in cc as compared to 2017. Surgical sales were $4.0 billion in 2018(+7% reported and cc), mainly driven by double-digit growth of AT-IOLs and continued growth in cataract and vitreoretinal consumables and equipment. Visioncare sales were $3.1 billion (+3% reported and cc), mainly driven by continued strong double-digit growth of DAILIESTOTAL1. For further discussion, see "Netsales by segment" below.

Operating loss was $248 million in 2018, compared to an operating loss of $77 million in 2017, mainly as higher sales and improved gross margin were morethan offset by higher impairment charges, primarily relating to the voluntary market withdrawal of CyPassand increased investments in direct-to-consumeradvertising, sales force and research and development, driven by the Alcon growth plan.

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YearendedDec31,2017 Changein$

Changeinconstant

currencies(1) $m $m % % Netsalestothirdparties 7,149 6,785 5 5 Sales to Novartis Group 4 4 0 0 Netsales 7,153 6,789 5 5 Other revenues 3 nm nm Cost of goods sold (3,961) (3,588) (10) (10)Grossprofit 3,192 3,204 0 (1)Selling, general & administration (2,801) (2,596) (8) (7)Research & development (587) (584) (1) 0 Other income 47 47 0 1 Other expense (99) (148) 33 33 Operatingloss (248) (77) nm nm Operating income margin (%) (3.5) (1.1) Interest expense (24) (27) 11 (2)Other financial income and expense (28) (23) (22) (29)Lossbeforetaxes (300) (127) (136) (129)Taxes 73 383 (81) (81)Net(loss)/income (227) 256 nm nm Netcashflowsfromoperatingactivities 1,140 1,218 (6) Freecashflow(1) 616 803 (23)

nm = not meaningful

(1) For additional information regarding constant currencies and free cash flow, which are non-IFRS measures, see the explanation of non-IFRS measures starting on page 154.

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Net loss was $227 million in 2018, compared to a net income of $256 million in 2017, driven by higher operating loss and lower tax income compared to2017, which benefited from favorable impacts of U.S. tax reform (Tax Cuts and Jobs Act).

Net sales by segment

The following table provides an overview of net sales to third parties by segment:

Surgical

Surgical sales grew 7% in reported terms and in cc in 2018 to $4.0 billion, as all portfolio categories grew. Consumables grew 6% in reported terms and 5% incc, mainly driven by cataract consumables, which continued to benefit from a strong installed equipment base. Implantables grew 9% in reported terms and in cc,driven by a continued strong uptake of new products, including the UltraSertpre-loaded IOL delivery system and the AcrySofIQ PanOptixtrifocal IOL, and amodest recovery of monofocal IOL sales. Equipment/other grew 9% in reported terms and in cc, driven by growth in cataract equipment service revenues, andhigher sales of vitreoretinal equipment, primarily benefiting from post-launch momentum of the NGENUITY3Dvisualization system and increased sales of theConstellationvision system mainly in emerging markets.

VisionCare

Vision care sales grew 3% in reported terms and in cc in 2018 to $3.1 billion, driven by contact lenses (+5%, +4% cc), as continued double-digit growth ofDAILIESTOTAL1, including multifocal lenses to treat presbyopia, was partly offset by a decline in reusable lenses as the market continues to shift to dailydisposable lenses. Ocular health grew (0%, +1% cc), as growth of Systane, particularly in North America following the second quarter of 2018 launch of SystaneCOMPLETE, was partially offset by lower contact lens care sales as the market continues to shift to daily disposable lenses.

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Changeinconstant

currencies(1) $m $m % % Surgical Implantables 1,136 1,045 9 9 Consumables 2,227 2,104 6 5 Equipment/other 636 584 9 9 Totalsurgical 3,999 3,733 7 7 VisionCare Contact lenses 1,928 1,836 5 4 Ocular health 1,222 1,216 0 1 Totalvisioncare 3,150 3,052 3 3 Totalnetsalestothirdparties 7,149 6,785 5 5

(1) For additional information regarding constant currencies, which is a non-IFRS measure, see the explanation of non-IFRS measures startingon page 154.

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Operating loss

The following table provides an overview of operating loss and segment contributions (2) :

Operating loss in 2018 was $248 million, compared to an operating loss of $77 million in 2017, mainly as higher sales and improved gross margin were morethan offset by higher impairment charges, primarily relating to the voluntary market withdrawal of CyPass, and growth investments in marketing and sales behindkey vision care brands. Currency had a negative impact of 0.2 percentage points contributing to a decrease in Alcon operating income margin of 2.4 percentagepoints in reported terms and 2.2 percentage points in cc.

Surgical segment contribution was $813 million in 2018 (+18% reported and cc), compared to $691 million in 2017, driven by higher sales and improvedgross margin, partly offset by higher growth investments in research and development and salesforce. Vision care segment contribution was $594 million in 2018 (-5% reported and cc), compared to $625 million in 2017, as higher sales and improved gross margin were more than offset by investments in growth plan drivers,including direct-to-consumer advertising for DAILIESTOTAL1and Systane.

The amount of operating income not allocated to segments, which included $1.4 billion of amortization and impairment charges on intangible assets, costs ofAlcon corporate management and other income and expenses amounted to a net expense of $1.7 billion, compared to $1.4 billion in 2017. The increase was mainlydriven by higher impairment charges on intangible assets related to the voluntary market withdrawal of CyPass. Amortization of intangible assets amounted to$1.0 billion in 2018 and was in line with 2017. Other income and expense, net was $52 million compared to $101 million in 2017, as a result of lower legal costs.

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%ofnetsales

YearendedDec31,2017

%ofnetsales Changein$

Changeinconstant

currencies(1) $m $m % % Surgicalsegmentcontribution 813 20.3 691 18.5 18 18 Visioncaresegmentcontribution 594 18.9 625 20.5 (5) (5)Not allocated to segments (1,655) (1,393) (19) (18)Totaloperatingloss (248) (3.5) (77) (1.1) nm nm

nm = not meaningful


(2) For additional information regarding segment contribution, please refer to Note 5 of our combined financial statements included elsewherein this Form 20-F.

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Core operating income key figures (1)

The adjustments made to operating income in 2018 to arrive at core operating income amounted to $1.5 billion, compared to $1.2 billion in the prior period,increasing primarily due to net charges from the voluntary market withdrawal of CyPass. Core operating income was $1.2 billion in 2018 (+12% reported and cc),mainly driven by higher sales and improved gross margin, partly offset by growth investments in marketing and sales behind key vision care brands and in researchand development, driven by the Alcon growth plan. Currency had a negative impact of 0.1 percentage points, contributing to an increase of Alcon core operatingincome margin of 1.0 percentage points in reported terms and 1.1 percentage points in cc.

The following table provides an overview of core operating income (1) and core segment contributions (2) :

Core surgical segment contribution, which excludes certain business development and restructuring charges, was $846 million in 2018 (+21% reported andcc). Currency had no impact, resulting in a net increase in the core segment contribution margin of 2.4 percentage points in both reported terms and in cc.

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Changeinconstantcurrencies

$m $m % % Coregrossprofit 4,541 4,211 8 8 Core selling, general & administration (2,786) (2,596) (7) (7)Core research & development (529) (506) (5) (4)Core other income 24 30 (20) (20)Core other expense (38) (53) 28 29 Coreoperatingincome 1,212 1,086 12 12 Core operating income margin (%) 17.0 16.0

(1) For additional information regarding the core results and constant currencies presented in this table, which are non-IFRS measures,including a reconciliation of such core results to the most directly comparable measures presented in accordance with IFRS, see theexplanation of non-IFRS measures and reconciliation tables starting on page 154.

YearendedDec31,2018

%ofnetsales

YearendedDec31,2017



$m $m % % Coresurgicalsegmentcontribution 846 21.2 701 18.8 21 21 Corevisioncaresegmentcontribution 600 19.0 625 20.5 (4) (3)Not allocated to segments (234) (240) 3 3 Totalcoreoperatingincome 1,212 17.0 1,086 16.0 12 12



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The increase in the core surgical segment contribution margin was mainly a result of higher sales and improved gross margin, driven by growth in advancedtechnology IOLs.

Core vision care segment contribution, which excludes certain restructuring charges, was $600 million in 2018 (–4%, –3% cc), as growth in sales andimproved gross margin were more than offset by growth investments, including direct-to-consumer advertising for DAILIESTOTAL1and Systane. Currency had anegative impact of 0.2 percentage points contributing to a net decrease in the core vision care segment contribution margin of 1.5 percentage points in reportedterms and 1.3 percentage points in cc.

The amounts of core operating income not allocated to segments totaled a net core expense of $234 million in 2018, compared to a net core expense of$240 million in 2017.

Non-operating income and expense

The following table provides an overview of non-operating income and expense:

Interestexpenseandotherfinancialincomeandexpense

Interest expense decreased to $24 million in 2018 from $27 million in the prior year due to the lower level of outstanding debt.

Other financial income and expense amounted to an expense of $28 million in 2018 compared to an expense of $23 million in the prior year, driven by highercurrency related expenses.

Taxes

Tax income was $73 million in 2018, as compared to a $30 million tax expense in the prior year when excluding the impact of the U.S. tax reform legislation(Tax Cuts and Jobs Act) that favorably impacted the tax expense by $413 million in 2017.

The reported tax income is primarily influenced by the geographical pre-tax income and loss mix across certain tax jurisdictions relative to Alcon combinedloss before taxes, changes in uncertain tax positions and certain non-recurring items.

Netincome

Net loss was $227 million in 2018, compared to a net income of $256 million in 2017, driven by higher operating loss and lower tax income compared to2017, which benefited from favorable impacts of the U.S. tax reform legislation (Tax Cuts and Jobs Act).

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Changeinconstant

currencies(1) $m $m % % Operatingloss (248) (77) nm nm Interest expense (24) (27) 11 (2)Other financial income and expense (28) (23) (22) (29)Lossbeforetaxes (300) (127) (136) (129)Taxes 73 383 (81) (81)Net(loss)/income (227) 256 nm nm

nm = not meaningful


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Core non-operating income and expense (1)

The following table provides an overview of core non-operating income and expense:

Coreinterestexpenseandotherfinancialincomeandexpense

Core interest expense decreased to $24 million in 2018 from $27 million in the prior year due to the lower level of outstanding debt.

Core other financial income and expense amounted to an expense of $28 million in 2018 compared to an expense of $23 million in the prior year, driven byhigher currency related expenses.

Coretaxes

Core tax expense was $186 million in 2018, compared to $128 million in the prior year. The core tax rate (core taxes as a percentage of core income beforetaxes) increased to 16.0% in 2018 from 12.4% in the prior year. This increase in the core tax rate is primarily due to a change in core profit mix from jurisdictionswith higher tax rates and effects of tax benefits that expired in 2017.

Corenetincome

Core net income was $1.0 billion in 2018 (+7%, +8% cc), increasing mainly due to higher operating income.

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$m $m % % Coreoperatingincome 1,212 1,086 12 12 Core interest expense (24) (27) 11 (2)Core other financial income and expense (28) (23) (22) (29)Coreincomebeforetaxes 1,160 1,036 12 12 Core taxes (186) (128) (45) (45)Corenetincome 974 908 7 8


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2017comparedto2016

Key figures

Alcon sales returned to growth in 2017 as the business continued to implement its growth plan, with a focus on strengthening customer relationships,improving operations, and accelerating innovation and sales. In the U.S., Alcon launched the AcrySofIQ ReSTOR+2.5D Toric IOL, which aims to improvedistance vision in cataract patients with astigmatism. Alcon also received European approval for the ClareonIOL with the AutonoMedelivery system. AutonoMeisthe first automated, disposable, pre-loaded IOL delivery system for cataract surgery.

Net sales for Alcon were $6.8 billion in 2017, up 3% in reported terms and cc, each as compared to net sales in 2016. Both segments grew, with surgical salesgrowing 4% in reported terms and cc to $3.7 billion, mainly driven by consumables, which continue to benefit from a strong equipment installed base. Vision caregrew 2% in reported terms and cc to $3.1 billion with continued double-digit growth of DAILIESTOTAL1, the world's first and only water gradient lens. Forfurther discussion, see "Net sales by segment" below.

The currency exchange impact on 2017 net sales growth was negligible.

Operating loss in 2017 was $77 million, compared to an operating income of $10 million in 2016, as higher sales were more than offset by increasedinvestments in consumer advertising, salesforce, research and development pipeline rejuvenation as part of the Alcon growth plan and higher impairments charges.

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Changeinconstant

currencies(1) $m $m % % Netsalestothirdparties 6,785 6,589 3 3 Sales to Novartis Group 4 3 33 33 Netsales 6,789 6,592 3 3 Other revenues 3 4 (25) (25)Cost of goods sold (3,588) (3,485) (3) (3)Grossprofit 3,204 3,111 3 4 Selling, general & administration (2,596) (2,526) (3) (3)Research & development (584) (499) (17) (17)Other income 47 50 (6) (6)Other expense (148) (126) (17) (20)Operating(loss)/income (77) 10 nm nm Operating income margin (%) (1.1) 0.2 Interest expense (27) (31) 13 12 Other financial income and expense (23) (92) 75 24 Lossbeforetaxes (127) (113) (12) (26)Taxes 383 (57) nm nm Netincome/(loss) 256 (170) nm nm Netcashflowsfromoperatingactivities 1,218 1,245 (2) Freecashflow(1) 803 801 0

nm = not meaningful

(1) For additional information regarding constant currencies and free cash flow, which are non-IFRS measures, see the explanation of non-IFRS measures starting on page 154.

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Net income was $256 million in 2017, compared to a net loss of $170 million in 2016, mainly driven by a $413 million benefit from the enacted U.S. taxreform legislation (Tax Cuts and Jobs Act).

Net sales by segment

The following table provides an overview of net sales to third parties by segment:

Surgical

Surgical sales grew 4% in reported terms and cc in 2017 to $3.7 billion, mainly driven by the consumables portfolio (+4%, +5% cc), particularly for cataractand vitreoretinal surgery. Implantables grew (+1%, +3% cc) as strong performance of new products, including the UltraSertpre-loaded IOL delivery system, theAcrySofIQ PanOptixtrifocal IOL and AcrySofIQ ReSTOR+2.5D Toric IOL, was partly offset by declines in monofocal IOLs which continued to face competitivepressures. Sales of equipment grew (+6%, +5% cc), mainly driven by sales of vitreoretinal equipment, including the Constellationvision system and NGENUITY3Dvisualization system.

VisionCare

Vision care sales grew 2% in reported terms and cc in 2017 to $3.1 billion, driven by contact lens sales (+4% in reported terms and cc). Contact lens salesgrowth was driven by continued double-digit growth of DAILIESTOTAL1, the world's first and only water gradient lens, and was partly offset by declines inreusable lenses as the market continues to shift to daily disposable lenses. Ocular health sales remained broadly in line with the prior year, as dry eye sales growthwas offset by a decline in contact lens care products sales impacted by the continued market shift to daily disposable lenses.

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Changeinconstant

currencies(1) $m $m % % Surgical Implantables 1,045 1,036 1 3 Consumables 2,104 2,020 4 5 Equipment/other 584 550 6 5 Totalsurgical 3,733 3,606 4 4 VisionCare Contact lenses 1,836 1,772 4 4 Ocular health 1,216 1,211 0 (1)Totalvisioncare 3,052 2,983 2 2 Totalnetsalestothirdparties 6,785 6,589 3 3


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Operating (loss)/income

The following table provides an overview of operating (loss)/income and segment contributions (2) :

Operating loss in 2017 was $77 million, compared to an operating income of $10 million in 2016, as higher sales were more than offset by growthinvestments, higher impairments charges and higher legal costs. Currency had a negative impact of 0.5 percentage points contributing to a decrease of Alconoperating income margin of 1.3 percentage points in reported terms and 0.8 percentage points in cc.

Surgical segment contribution was $691 million in 2017 (–3%, 0% cc), as higher sales were offset by higher investments in marketing and sales and researchand development, driven by the Alcon growth plan. Vision care segment contribution was $625 million in 2017 (+4%, +7% cc), mainly driven by higher sales. Theamount of operating income not allocated to segments, which includes amortization and impairment charges on intangible assets, costs of Alcon corporatemanagement and other income and expenses, amounted to a net expense of $1.4 billion, compared to $1.3 billion in the prior year. These amounts include$1.0 billion of amortization of intangible assets in both 2016 and 2017. The increase in expense was mainly due to higher impairment charges on intangibles assetsrelated to the discontinuation of a product development program, and higher corporate general and administrative costs, particularly in increased operationalinvestments in information technology.

Core operating income key figures (1)

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%ofnetsales

YearendedDec31,2016


Changeinconstant

currencies(1) $m $m % % Surgicalsegmentcontribution 691 18.5 709 19.7 (3) 0 Visioncaresegmentcontribution 625 20.5 600 20.1 4 7 Not allocated to segments (1,393) (1,299) (7) (7)Totaloperating(loss)/income (77) (1.1) 10 0.2 nm nm

nm = not meaningful



YearendedDec31,2017



$m $m % % Coregrossprofit 4,211 4,123 2 3 Core selling, general & administration (2,596) (2,526) (3) (3)Core research & development (506) (469) (8) (8)Core other income 30 40 (25) (23)Core other expense (53) (40) (33) (38)Coreoperatingincome 1,086 1,128 (4) (1)Core operating income margin (%) 16.0 17.1

(1) For additional information regarding the core results and constant currencies presented in this table, which are non-IFRS measures,including a reconciliation of such core results to the most

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The adjustments made to operating income in 2017 to arrive at core operating income amounted to $1.2 billion consisting primarily of amortization andimpairment of intangible assets, and were broadly in line with the prior year.

Excluding these items, core operating income was $1.1 billion in 2017 (–4%, –1% cc). Currency had a negative impact of 0.4 percentage points contributing toa net decrease of core operating income margin of 1.1 percentage points in reported terms and 0.7 percentage points in cc. The decrease of core operating incomemargin was also due to higher marketing and sales expenses and investments in the product pipeline as part of the Alcon growth plan.

The following table provides an overview of core operating income (1) and core segment contributions (2) :

Core surgical segment contribution, which excludes impairment of financial assets, was $701 million in 2017 (–1%, +3% cc). Currency had a negative impactof 0.6 percentage points contributing to a net decrease of core surgical segment contribution margin of 0.9 percentage points in reported terms and 0.3 percentagepoints in cc. The decrease of core surgical segment contribution margin was a result of higher investments in marketing and sales and research and development,driven by the Alcon growth plan. Core vision care segment contribution was $625 million in 2017 (+4%, +5% cc). Currency had a negative impact of0.3 percentage points contributing to a net increase of core vision care segment contribution margin of 0.4 percentage points in reported terms and 0.7 percentagepoints in cc. The net increase of core vision care segment contribution margin was a result of higher sales. Amounts of core operating income not allocated tosegments amounted to a net core expense of $240 million in 2017, compared to a net core expense of $183 million in the prior year as a result of higher corporategeneral and administrative costs, particularly in increased operational investments in information technology.

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directly comparable measures presented in accordance with IFRS, see the explanation of non-IFRS measures and reconciliation tablesstarting on page 154.

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%ofnetsales

YearendedDec31,2016



$m $m % % Coresurgicalsegmentcontribution 701 18.8 710 19.7 (1) 3 Corevisioncaresegmentcontribution 625 20.5 601 20.1 4 5 Not allocated to segments (240) (183) (31) (35)Totalcoreoperatingincome 1,086 16.0 1,128 17.1 (4) (1)



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Non-operating income and expense

The following table provides an overview of non-operating income and expense:

InterestExpenseandotherfinancialincomeandexpense

Interest expense decreased to $27 million in 2017 from $31 million in the prior year due to the lower level of outstanding debt.

Other financial income and expense amounted to an expense of $23 million in 2017 compared to an expense of $92 million in the prior year, mainly driven bycurrency losses recorded in the prior year which largely reflected the devaluation losses in Venezuela. For more information, see "Effects of currency fluctuations".

Taxes

Tax income was $383 million in 2017 compared to a tax expense of $57 million in the prior year. On December 22, 2017, the U.S. enacted tax reformlegislation (Tax Cuts and Jobs Act), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. This required arevaluation of Alcon deferred tax assets and liabilities and a portion of current tax payables to the newly enacted tax rate at the date of enactment, which resulted ina net tax income of $413 million.

Excluding the impact of these rate changes, the reported tax expense would have been $30 million. The reported tax expense is primarily influenced by thegeographical pre-tax income and loss mix across certain tax jurisdictions relative to Alcon combined loss before taxes, changes in uncertain tax positions andcertain non-recurring items.

Netincome

Net income was $256 million in 2017 compared to a net loss of $170 million in the prior year, mainly benefiting from the impact of the U.S. tax reform. Theprior year also included exceptional charges related to Venezuela due to foreign exchange losses on intra-group payables.

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Changeinconstant

currencies(1) $m $m % % Operating(loss)/income (77) 10 nm nm Interest expense (27) (31) 13 12 Other financial income and expense (23) (92) 75 24 Lossbeforetaxes (127) (113) (12) (26)Taxes 383 (57) nm nm Netincome/(loss) 256 (170) nm nm

nm = not meaningful


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Core non-operating income and expense (1)

The following table provides an overview of core non-operating income and expense:

Coreinterestexpenseandcoreotherfinancialincomeandexpense

Core interest expense decreased to $27 million in 2017 from $31 million in the prior year due to the lower level of outstanding debt.

Core other financial income and expense amounted to an expense of $23 million in 2017 compared to an expense of $31 million in the prior year, mainlydriven by lower hedging costs.

Coretaxes

Core tax expense was $128 million in 2017, compared to $144 million in the prior year. The core tax rate (core taxes as a percentage of core income beforetaxes) decreased to 12.4% in 2017 from 13.5% in the prior year. This decrease in the core tax rate is primarily due to a change in the core profit mix to jurisdictionswith lower tax rates.

Corenetincome

Core net income was $0.9 billion in 2017 (–2%, +2% cc), decreasing mainly due to lower core operating income.

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$m $m % % Coreoperatingincome 1,086 1,128 (4) (1)Core interest expense (27) (31) 13 12 Core other financial income and expense (23) (31) 26 24 Coreincomebeforetaxes 1,036 1,066 (3) 0 Core taxes (128) (144) 11 8 Corenetincome 908 922 (2) 2


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FACTORSAFFECTINGCOMPARABILITYOFPERIODTOPERIODRESULTSOFOPERATIONS

Recentsignificanttransactions

The comparability of the period to period results of our operations for Alcon can be significantly affected by acquisitions and divestments. The transactions ofsignificance during 2019, 2018, 2017 and 2016 are mentioned below.

Significant Transactions in 2019

Surgical—AcquisitionofPowerVision,Inc.

On March 13, 2019, Alcon acquired 100% of the outstanding shares and equity of PowerVision, Inc. (PowerVision), a privately held U.S. based company.PowerVision is developing an accommodating IOL intended for cataract patients who also have presbyopia. Alcon paid $285 million to PowerVision at closingwith additional payments based on specified regulatory and commercial milestones.


Surgical—AcquisitionofTrueVisionSystems,Inc.

On December 19, 2018, Alcon acquired 100% of the outstanding shares and equity of TrueVision Systems, Inc. TrueVision developed the 3D scopetechnology currently used in the commercially marketed Alcon product NGENUITY. The fair value of the total purchase consideration amounted to $146 million.The 2018 results of operations since the date of acquisition were not material.

VisionCare—AcquisitionofTearFilmInnovations,Inc.

On December 17, 2018, Alcon acquired 100% of the outstanding shares and equity of Tear Film Innovations, Inc. Tear Film is the manufacturer of the iLux®Device, an innovative therapeutic device used to treat Meibomian Gland Dysfunction, a leading cause of dry eye. The fair value of the total purchase considerationamounted to $145 million. The 2018 results of operations since the date of acquisition were not material.


Surgical—AcquisitionofClarVistaMedical,Inc.

On September 20, 2017, Alcon Research, Ltd. acquired 100% of the outstanding shares and equity of ClarVista Medical, Inc. The fair value of the totalpurchase consideration was $125 million. The 2017 results of operations since the date of acquisition were not material.


Surgical—AcquisitionofTranscendMedical,Inc.

On February 17, 2016, Alcon Research Ltd. entered into an agreement to acquire Transcend Medical, Inc. (Transcend), a privately-held U.S.-based companyfocused on developing minimally-invasive surgical devices to treat glaucoma. The transaction closed on March 23, 2016, and the fair value of the total purchaseconsideration was $332 million. The 2016 results of operations since the date of acquisition were not material.

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CRITICALACCOUNTINGPOLICIESANDESTIMATES

Our significant accounting policies are set out in Note 3 to our combined financial statements included elsewhere in this Form 20-F, which are prepared inaccordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Given the uncertainties inherent in our business activities, we must make certain estimates and assumptions that require difficult, subjective and complexjudgments. Because of uncertainties inherent in such judgments, actual outcomes and results may differ from our assumptions and estimates, which couldmaterially affect our combined financial statements. Application of the following accounting policies requires certain assumptions and estimates that have thepotential for the most significant impact on our combined financial statements.

Deductionsfromrevenues

As is typical in the medical device industry, our gross sales are subject to various deductions which are primarily composed of rebates and discounts togovernment agencies, wholesalers, retail pharmacies and other customers. When we sell a product providing a customer the right to return it, we record a provisionfor estimated sales returns based on our sales policy and historical return rates. These deductions represent estimates of the related obligations, requiring the use ofjudgment when estimating the effect of these sales deductions on gross sales for a reporting period. These adjustments are deducted from gross sales to arrive at netsales.

Surgicalequipmentrevenue

Surgical equipment is often sold together with other products and services under a single contract. The total consideration is allocated to the separate elementsbased on their relative fair values. Revenue is recognized once the recognition criteria have been met for each element of the contract.

For surgical equipment, in addition to cash and installment sales, revenue is recognized under finance and operating lease arrangements. Arrangements inwhich Alcon transfers substantially all the risks and rewards incidental to ownership to the customer are treated as finance lease arrangements. Revenue fromfinance lease arrangements is recognized at amounts equal to the fair values of the equipment, which approximate the present values of the minimum leasepayments under the arrangements. As interest rates embedded in lease arrangements are approximately market rates, revenue under finance lease arrangements iscomparable to revenue for outright sales. Finance income for arrangements in excess of twelve months is deferred and subsequently recognized based on a patternthat approximates the use of the effective interest method and recorded in "Other income". Operating lease revenue for equipment rentals is recognized on astraight-line basis over the lease term.

Impairmentofgoodwill,intangibleassetsandproperty,plantandequipment

We review long-lived intangible assets and property, plant and equipment for impairment whenever events or changes in circumstance indicate that the asset'sbalance sheet carrying amount may not be recoverable. Goodwill, the Alcon brand name and other currently not amortized intangible assets are reviewed forimpairment at least annually.

An asset is generally considered impaired when its balance sheet carrying amount exceeds its estimated recoverable amount, which is defined as the higher ofits fair value less costs of disposal and its value in use. Usually, Alcon adopts the fair value less costs of disposal method for its impairment evaluation. In mostcases, no directly observable market inputs are available to measure the fair value less costs of disposal. Therefore, an estimate of fair value less costs of disposal isderived indirectly and is based on net present value techniques utilizing post-tax cash flows and discount rates. In the limited cases where the value in use method isapplied, net present value techniques are utilized using pre-tax cash flows and discount rates.

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Fair value reflects estimates of assumptions that market participants would be expected to use when pricing the asset and for this purpose managementconsiders the range of economic conditions that are expected to exist over the remaining useful life of the asset. The estimates used in calculating net present valuesare highly sensitive, and depend on assumptions specific to the nature of Alcon activities with regard to:

• the amount and timing of projected cash flows;

• the behavior of competitors (launch of competing products, marketing initiatives, etc.);

• the probability of obtaining regulatory approvals;

• future tax rates;

• the appropriate royalty rate for the Alcon brand name;

• the appropriate terminal growth rate; and

• the appropriate discount rate.

Due to the above factors and those further described in the "Opportunity and risk summary" section above, actual cash flows and values could varysignificantly from forecasted future cash flows and related values derived using discounting techniques.

The recoverable amount of the grouping of cash generating units to which goodwill and indefinite life intangible assets are allocated is based on fair value lesscosts of disposal. The valuations are derived from applying discounted future cash flows based on key assumptions, including the terminal growth rate and discountrate. For additional information on intangible assets see Note 9 to our combined financial statements included elsewhere in this Form 20-F.

In 2018, intangible asset impairment charges amounted to $378 million, including $337 million relating to the CyPassintangible assets, compared to$57 million in the same period in 2017 and $23 million in 2016. There were no reversals of prior-year impairment charges.

Goodwill and other intangible assets represent a significant part of our combined balance sheet, primarily due to acquisitions. Although no significantadditional impairments are currently anticipated, impairment evaluation could lead to material impairment charges in the future.

Additionally, $2 million of net impairment charges for property, plant and equipment were recorded in 2018 compared to no charges in 2017 and $5 millionrecorded in 2016.

Tradereceivables

Trade receivables are initially recognized at their invoiced amounts including any related sales taxes less adjustments for estimated revenue deductions such asrebates, chargebacks and cash discounts.

Provisions for doubtful trade receivables are established once there is an indication that it is likely that a loss will be incurred. These provisions represent thedifference between the trade receivable's carrying amount in the combined balance sheet and the estimated net collectible amount. Significant financial difficultiesof a customer, such as probability of bankruptcy, financial reorganization, default or delinquency in payments are considered indicators that recovery of the tradereceivable is doubtful. Trade receivable balances include sales to wholesalers, retailers, doctor groups, private health systems, government agencies, managed careproviders, pharmacy benefit managers and government-supported healthcare systems. Alcon continues to monitor sovereign debt issues and economic conditions,particularly in Greece, Italy, Portugal, Spain, Brazil, Russia, Saudi Arabia, Turkey, and Argentina, which has been included in 2018, and evaluates trade receivablesin these countries for potential collection risks. The majority of the outstanding trade receivables from these closely monitored countries are due directly from localgovernments or from government-funded entities except for Russia, Brazil and Turkey, which are due from private entities. Deteriorating credit and economicconditions as well as other factors in these closely monitored countries have resulted in, and may continue to result in an increase in the average length of time thatit takes to collect these trade receivables and may require Alcon to re-evaluate the collectability of these trade receivables in future periods.

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Contingentconsideration

In a business combination, it is necessary to recognize contingent future payments to previous owners, representing contractually defined potential amounts asa liability. Usually for Alcon these are linked to milestone or royalty payments related to certain assets and are recognized as a financial liability at their fair value,which is then re-measured at each subsequent reporting date. These estimations typically depend on factors such as technical milestones or market performance andare adjusted for the probability of their likelihood of payment, and if material, are appropriately discounted to reflect the impact of time.

Changes in the fair value of contingent consideration liabilities in subsequent periods are recognized in the combined income statement in "Cost of goodssold" for currently marketed products and in "Research & development" for In-Process Research and Development.

The effect of unwinding the discount over time is recognized in "Interest expense" in the combined income statement.

Retirementandotherpost-employmentbenefitplans

We sponsor pension and other post-employment benefit plans in various forms that cover a significant portion of our associates. For post-employment planswith defined benefit obligations, we are required to make significant assumptions and estimates about future events in calculating the expense and the present valueof expected future plan expenses and liabilities. These include assumptions about the interest rates we apply to estimate future defined benefit obligations and netperiodic pension expense, as well as rates of future pension increases. In addition, our actuarial consultants provide our management with historical statisticalinformation such as withdrawal and mortality rates in connection with these estimates.

Assumptions and estimates used by Alcon may differ materially from the actual results we experience in the future due to changing market and economicconditions, higher or lower withdrawal rates, and longer or shorter life spans of participants, among other factors. For example, in 2018, a decrease in the interestrate we apply in determining the present value of expected future total defined benefit plan obligations (consisting of pension and other post-employment benefitobligations) of one-quarter of one percent would have increased our year-end defined benefit obligations for plans in Switzerland, the U.S., UK and Germany,which represent 83% of Alcon total defined benefit plan obligations, by $29 million. Similarly, if the 2018 interest rate had been one quarter of one percentagepoint lower than actually assumed, the net periodic cost for defined benefit plans in these countries, which represent about 80% of Alcon total net periodic cost fordefined benefit plans, would have increased by approximately $1 million. Such differences could have a material effect on our total equity. For more informationon obligations under retirement and other post-employment benefit plans and underlying actuarial assumptions, see Note 20 to our combined financial statementsincluded elsewhere in this Form 20-F.

ProvisionsandContingencies

Alcon and its subsidiaries are, and will likely continue to be, subject to various legal proceedings and investigations that arise from time to time, includingproceedings regarding product liability, sales and marketing practices, commercial disputes, employment and wrongful discharge, antitrust, securities, health andsafety, environmental, tax, international trade, privacy and intellectual property matters. For more information, see Note 16 and Note 23 to our combined financialstatements included elsewhere in this Form 20-F.

We record provisions for legal proceedings when it is probable that a liability has been incurred and the amount can be reliably estimated. These provisionsare adjusted periodically as assessments

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change or additional information becomes available. For significant product liability cases, the provision is actuarially determined based on factors such as pastexperience, amount and number of claims reported, and estimates of claims incurred but not yet reported.

Provisions relating to estimated future expenditure for liabilities do not usually reflect any insurance or other claims or recoveries, since these are onlyrecognized as assets when the amount is reasonably estimable and collection is virtually certain.

Taxes

Taxes on income are provided in the same periods as the revenues and expenses to which they relate and include any interest and penalties incurred during theperiod. Deferred taxes are determined using the comprehensive liability method and are calculated on the temporary differences that arise between the tax base ofan asset or liability and its carrying value in the balance sheet prepared for purposes of our combined financial statements, except for those temporary differencesrelated to investments in subsidiaries where the timing of their reversal can be controlled and it is probable that the difference will not reverse in the foreseeablefuture. Since the retained earnings are reinvested, withholding or other taxes on eventual distribution of a subsidiary's retained earnings are only taken into accountwhen a dividend has been planned.

The estimated amounts for current and deferred tax assets or liabilities, including any amounts related to any uncertain tax positions, are based on currentlyknown facts and circumstances. Tax returns are based on an interpretation of tax laws and regulations and reflect estimates based on these judgments andinterpretations. The tax returns are subject to examination by the competent taxing authorities which may result in an assessment being made requiring payments ofadditional tax, interest or penalties. Inherent uncertainties exist in the estimates of the tax positions.


Internal R&D costs are fully charged to the income statement in the period in which they are incurred. Alcon considers that regulatory and other uncertaintiesinherent in the development of new products preclude the capitalization of internal development expenses as an intangible asset usually until marketing approvalfrom the regulatory authority is obtained in a relevant major market, such as for the United States, the European Union, Switzerland or Japan.

Approachtoriskmanagement

Novartis provides Alcon services to mitigate its currency risks. Novartis manages its global currency exposure by engaging in hedging transactions wheremanagement deems appropriate. The income and expenses related to these hedging transactions have been allocated to Alcon based on the estimated currencyexposure of Alcon and are recorded to other financial income and expense in the combined income statement and recognized directly through retained earnings ininvested capital. Alcon expects to manage its global currency exposure in line with the historical approach.

NewAccountingStandards

The following new IFRS standards have been adopted by Alcon from January 1, 2018:

IFRS 9 Financial Instruments

Alcon implemented IFRS 9 Financial Instruments as of January 1, 2018, which substantially changes the classification and measurement of financialinstruments. The new standard requires impairments to be based on a forward-looking model, changes the approach to hedging financial

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exposures and related documentation, changes the recognition of certain fair value changes and amends disclosure requirements.

The most significant impact to Alcon, upon adoption of IFRS 9, relates to the treatment of the unrealized gains and losses from changes in fair value on certainof Alcon financial instruments, which were previously classified as available-for-sale financial investments. The unrealized gains and losses (to the extent ofprevious recognized unrealized gains), which Alcon recognized previously in the combined statement of other comprehensive income, will from January 1, 2018 berecognized in the combined income statement. This approach will be applied to fund investments and equity securities where the fair value through othercomprehensive income irrevocable option will not be applied.

Alcon applied the modified retrospective method upon adoption of IFRS 9 on January 1, 2018. This method requires the recognition of the cumulative effectof initially applying IFRS 9 to retained earnings and not to restate prior years. The cumulative effect recorded at January 1, 2018 was an increase to retainedearnings of $25 million.

IFRS 15 Revenue from Contracts with Customers

Alcon implemented the new standard IFRS 15 Revenue from Contracts with Customers as of January 1, 2018. The new standard amends revenue recognitionrequirements and establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contractswith customers. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations.

Alcon applied the modified retrospective method upon adoption of IFRS 15 on January 1, 2018. This method requires the recognition of the cumulative effectof initially applying IFRS 15 to retained earnings and not to restate prior years. The adoption of IFRS 15 had no impact on retained earnings.

For further information on the impact of adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers see Note 3 to ourunaudited condensed combined interim financial statements included elsewhere in this Form 20-F.

Alcon updated accounting policies, effective January 1, 2018, upon adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts withCustomers are as follows:

Financialassets

Non-current financial assets such as loans and long-term receivables from customers, primarily related to surgical equipment sales arrangement, advances andother deposits, are carried at amortized cost, which reflects the time value of money, less any allowances for uncollectable amounts.

Alcon assesses on a forward-looking basis the expected credit losses associated with its non-current financial assets valued at amortized cost. For loans,advances and other deposits valued at amortized costs, impairments, which are based on their expected credit losses, and exchange rate losses are included in"Other expense" in the combined income statement and exchange rate gains and interest income, using the effective interest rate method, are included in "Otherincome" in the combined income statement. For long-term receivables from customers, provisions for uncollectable amounts, which are based on their expectedcredit losses, are recorded as marketing and selling costs recognized in the combined income statement within "Selling, general & administration" expenses.

Fund investments are valued at fair value through profit and loss (FVPL). Unrealized gains and losses, including exchange gains and losses, are recognized inthe combined income statement in "Other income" for gains and "Other expense" for losses.

Equity securities held as strategic investments are generally designated at the date of acquisition as financial assets valued at fair value through othercomprehensive income with no subsequent recycling

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through profit and loss. Unrealized gains and losses, including exchange gains and losses, are recorded as a fair value adjustment in the combined statement ofcomprehensive income. They are reclassified to retained earnings when the equity security is sold. If these equity securities are not designated at the date ofacquisition as financial assets valued at fair value through other comprehensive income, they are valued at FVPL, as described above.

Tradereceivables

Trade receivables are initially recognized at their invoiced amounts, including any related sales taxes less adjustments for estimated revenue deductions suchas rebates, chargebacks and cash discounts.

Provisions for doubtful trade receivables are established using an expected credit loss model (ECL). The provisions are based on a forward-looking ECL,which includes possible default events on the trade receivables over the entire holding period of the trade receivable, considering the occurrence of a significantincrease in credit risk. Significant financial difficulties of a customer, such as probability of bankruptcy, financial reorganization, default or delinquency inpayments are considered indicators that recovery of the trade receivable is doubtful. These provisions represent the difference between the trade receivable'scarrying amount in the combined balance sheet and the estimated net collectible amount. Charges for doubtful trade receivables are recorded as marketing andselling costs recognized in the combined income statement within "Selling, general & administration" expenses.

Revenuerecognition

Revenue

Revenue on the sale of Alcon products and services, which is recorded as "Net sales" in the combined income statement, is recognized when a contractualpromise to a customer (performance obligation) has been fulfilled by transferring control over the promised goods and services to the customer, generally at thepoint in time of shipment to or receipt of the products by the customer or when the services are performed. When contracts contain customer acceptance provisions,revenue is recognized upon the satisfaction of acceptance criteria. The amount of revenue to be recognized is based on the consideration Alcon expects to receive inexchange for its goods and services. If a contract contains more than one performance obligation, the consideration is allocated based on the standalone sellingprice of each performance obligation.

Surgical equipment may be sold together with other products and services under a single contract and may be structured as an outright cash sale, aninstallment sale, or lease. Surgical equipment installment sales and leases have a fixed payment amount which the customer may pay either in fixed intervals or asthe customer purchases consumables and/or implantables. Revenues are recognized upon satisfaction of each of the performance obligations in the contract.

• Surgical equipment revenue from outright cash sales and installment sales arrangements is recognized at the point in time when control istransferred to the customer. Current- and long-term receivables for installment sales arrangements are recorded in "Other Current Assets" (see"Current portion of long-term receivables from customers" in Note 14 to our combined financial statements appearing elsewhere in this Form 20-F)and "Financial Assets" (see "Long-term receivables from customers" in Note 11 to our combined financial statements appearing elsewhere in thisForm 20-F), respectively. Financing income for installment sales arrangements longer than twelve months is recognized over the term of thearrangement in "Other Income". Alcon applies the practical expedient under IFRS 15 to installment sales arrangements that are twelve months orless in duration.

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• In addition to cash and installment sales, revenue is recognized under finance and operating lease arrangements. Leases in which Alcon transferssubstantially all the risks and rewards incidental to ownership to the customer are treated as finance lease arrangements. Revenue from finance leasearrangements is recognized at amounts equal to the fair value of the equipment, which approximate the present values of the minimum leasepayments under the arrangements. As interest rates embedded in lease arrangements are approximately market rates, revenue under finance leasearrangements is comparable to revenue for outright sales. Finance income for arrangements longer than twelve months is deferred and subsequentlyrecognized based on a pattern that approximates the use of the effective interest method and recorded in "Other income". Operating lease revenuefor equipment rentals is recognized on a straight-line basis over the lease term.

The consideration Alcon receives in exchange for its goods or services may be fixed or variable. Variable consideration is only recognized when it is highlyprobable that a significant reversal will not occur. The most common elements of variable consideration are listed below:

• Rebates and discounts granted to government agencies, wholesalers, retail pharmacies, managed healthcare organizations and other customers areprovisioned and recorded as a deduction from revenue at the time the related revenues are recorded or when the incentives are offered. They arecalculated on the basis of historical experience and the specific terms in the individual agreements.

• Cash discounts are offered to customers to encourage prompt payment and are provisioned and recorded as revenue deductions at the time therelated sales are recorded.

• Sales returns provisions are recognized and recorded as revenue deductions when there is historical experience of Alcon agreeing to customerreturns and Alcon can reasonably estimate expected future returns. In doing so, the estimated rate of return is applied, determined based onhistorical experience of customer returns and considering any other relevant factors. This is applied to the amounts invoiced, also considering theamount of returned products to be destroyed versus products that can be placed back in inventory for resale. Where shipments are made on a re-saleor return basis, without sufficient historical experience for estimating sales returns, revenue is only recorded when there is evidence of consumptionor when the right of return has expired.

Provisions for revenue deductions are adjusted to actual amounts as rebates, discounts and returns are processed. The provision represents estimates of therelated obligations, requiring the use of judgment when estimating the effect of these sales deductions.

NON-IFRSMEASURESASDEFINEDBYTHECOMPANY

Alcon uses certain non-IFRS metrics when measuring performance, especially when measuring current period results against prior periods, including coreresults, constant currencies, free cash flow and net liquidity/(debt).

Despite the use of these measures by management in setting goals and measuring Alcon performance, these are non-IFRS measures that have no standardizedmeaning prescribed by IFRS. As a result, such measures have limits in their usefulness to investors.

Because of their non-standardized definitions, the non-IFRS measures (unlike IFRS measures) may not be comparable to the calculation of similar measuresof other companies. These non-IFRS measures are presented solely to permit investors to more fully understand how Alcon management assesses underlyingperformance. These non-IFRS measures are not, and should not be viewed as, a substitute for IFRS measures. As an internal measure of company performance,these non-IFRS

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measures have limitations, and Alcon performance management process is not solely restricted to these metrics.

Coreresults

Alcon core results, including core operating income and core net income, exclude fully all amortization and impairment charges of intangible assets, excludingsoftware, fair value adjustments on equity securities and fund investments held for strategic purposes and certain acquisition related items. The following items thatexceed a threshold of $10 million and are deemed exceptional are also excluded from core results: integration and divestment related income and expenses,divestment gains and losses, restructuring charges/ releases and related items, legal related items, impairments of property, plant and equipment and financialassets, as well as income and expense items that management deems exceptional and that are or are expected to accumulate within the year to be over a $10 millionthreshold.

Alcon believes that investor understanding of its performance is enhanced by disclosing core measures of performance because, since they exclude items thatcan vary significantly from period to period, the core measures enable a helpful comparison of business performance across periods. For this same reason, Alconuses these core measures in addition to IFRS and other measures as important factors in assessing its performance.

The following are examples of how these core measures are utilized:

• In addition to monthly reports containing financial information prepared under IFRS, senior management receives a monthly analysis incorporatingthese core measures.

• Annual budgets are prepared for both IFRS and core measures.

A limitation of the core measures is that they provide a view of Alcon operations without including all events during a period, such as the effects of anacquisition, divestment, or amortization/impairments of purchased intangible assets and restructurings.

Constantcurrencies

Changes in the relative values of non-U.S. currencies to the U.S. dollar can affect Alcon financial results and financial position. To provide additionalinformation that may be useful to investors, including changes in sales volume, we present information about our net sales and various values relating to operatingand net income that are adjusted for such foreign currency effects.

Constant currency calculations have the goal of eliminating two exchange rate effects so that an estimate can be made of underlying changes in the combinedincome statement excluding the impact of fluctuations in exchange rates:

• the impact of translating the income statements of combined entities from their non-U.S. dollar functional currencies to the U.S. dollar; and

• the impact of exchange rate movements on the major transactions of combined entities performed in currencies other than their functional currency.

We calculate constant currency measures by translating the current year's foreign currency values for sales and other income statement items into U.S. dollars,using the average exchange rates from the prior year and comparing them to the prior year values in U.S. dollars.

We use these constant currency measures in evaluating our performance, since they may assist us in evaluating our ongoing performance from year to year.However, in performing our evaluation, we also consider equivalent measures of performance that are not affected by changes in the relative value

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of currencies. Alcon believes that constant currency measures also provide investors with a helpful view of our business' performance measures without the impactof foreign currency fluctuations.

For additional information on the effects of currency, please see the "Effects of currency fluctuations" section below.

Freecashflow

Alcon defines free cash flow as net cash flows from operating activities less cash flow associated with the purchase or sale of property, plant and equipment.Free cash flow is presented as additional information because Alcon management believes it is a useful supplemental indicator of Alcon ability to operate withoutreliance on additional borrowing or use of existing cash. Free cash flow is not intended to be a substitute measure for net cash flows from operating activities asdetermined under IFRS. For a reconciliation of free cash flow to the most directly comparable measure presented in accordance with IFRS, see "—5.B Liquidityand Capital Resources—Free Cash Flow".

Netliquidity/(debt)

Alcon defines net liquidity/(debt) as current and non-current financial debt less cash and cash equivalents, current investments and derivative financialinstruments. Net liquidity/(debt) is presented as additional information because management believes it is a useful supplemental indicator of Alcon ability to paydividends, to meet financial commitments and to invest in new strategic opportunities, including strengthening its balance sheet. For a reconciliation of netliquidity/(debt) to the most directly comparable measure presented in accordance with IFRS, see "—5.B Liquidity and Capital Resources—Total Financial Debtand Net Liquidity/(Debt)".

Additionalinformation

EBITDA

Alcon defines earnings before interest, tax, depreciation and amortization (EBITDA) as net income/(loss) excluding taxes, net financial expenses, depreciationof property, plant and equipment (including any related impairment charges) and amortization of intangible assets (including any related impairment charges).

156

($millions) 2018 2017 Change Net(loss)/income (227) 256 (483)Taxes (73) (383) 310 Depreciation of property, plant & equipment 239 215 24 Amortization of intangible assets 1,019 1,033 (14)Impairments of property, plant & equipment, and intangible assets 380 57 323 Net financial expense 52 50 2 EBITDA 1,390 1,228 162

($millions) 2017 2016 Change Netincome/(loss) 256 (170) 426 Taxes (383) 57 (440)Depreciation of property, plant & equipment 215 240 (25)Amortization of intangible assets 1,033 1,021 12 Impairments of property, plant & equipment, and intangible assets 57 28 29 Net financial expense 50 123 (73)EBITDA 1,228 1,299 (71)

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RECONCILIATIONOFCORERESULTSTOPROFORMACORERESULTS

ProForma2018

For additional information, see our unaudited pro forma combined financial statements and notes thereto appearing elsewhere in this Form 20-F.

RECONCILIATIONOFIFRSRESULTSTOCORERESULTS

2018

157

Proformaadjustments

($millionsunlessindicatedotherwise) 2018Coreresults

Contractmanufacturingarrangements

Interestonthirdpartyfinancing

Amortizationoffinancingfees

2018ProformaCore

results Core gross profit 4,541 0 4,541 Core operating income 1,212 0 1,212 Core net income 974 0 (81) (7) 886 Core net income attributable to shareholders of

Alcon Inc. 886 Numberofshares Weighted average number of shares outstanding used

in basic earnings per share 488.7 Adjustment for vesting of restricted shares, restricted

share units and dilutive shares from options Weighted average number of shares in diluted

earnings per share 488.7 Corebasicearningspershare($) 1.81

($millions) 2018IFRSresults

Amortizationofintangibleassets(1) Impairments(2)

Restructuringitems(3)

Legalitems(4)

Otheritems(5)

2018Coreresults

Surgical segment contribution 813 8 25 846 Vision care segment contribution 594 4 2 600 Not allocated to segments (1,655) 1,007 378 29 28 (21) (234)Operating(loss)/income (248) 1,007 378 41 28 6 1,212 Interest expense (24) (24)Other financial income and

expense (28) (28)(Loss)/incomebeforetaxes (300) 1,007 378 41 28 6 1,160 Taxes (adjusted for above items)

(6) 73 (186)Net(loss)/income (227) 974

(1) Amortization of intangible assets: includes recurring amortization of acquired rights to in-market products, other production-relatedintangible assets and the recurring amortization of acquired rights for technology platforms.

(2) Impairments: includes impairment charges related to intangible assets.

(3) Restructuring items: includes other restructuring income and charges and related items.

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2017

158

(4) Legal items: includes increases in provision for certain legal matters and certain external legal fees.

(5) Other items: includes charges and reversal of charges related to a product's voluntary market withdrawal, amortization of option rights, afair value adjustment of a contingent consideration liability and fair value adjustments on a financial asset.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of $1.5billion to arrive at the core results before tax amounts to $259 million. The average tax rate on the adjustments is 17.7%.


Amortizationofintangibleassets(1)

Impairments(2)


Legalitems(4)

Otheritems(5)

2017Coreresults

Surgical segment contribution 691 29 (19) 701 Vision care segment contribution 625 625 Not allocated to segments (1,393) 1,017 57 30 61 (12) (240)Operating(loss)/income (77) 1,017 86 30 61 (31) 1,086 Interest expense (27) (27)Other financial income and expense (23) (23)(Loss)/incomebeforetaxes (127) 1,017 86 30 61 (31) 1,036 Taxes (adjusted for above items) (6) 383 (128)Netincome 256 908

(1) Amortization of intangible assets: includes amortization of acquired rights to in-market products, technology platforms and otherproduction-related intangible assets.

(2) Impairments: includes impairment charges related to intangible and financial assets.

(3) Restructuring items: includes restructuring income and charges and related items.

(4) Legal items: includes an increase to a legal settlement provision and legal costs related to an investigation.

(5) Other items: includes fair value adjustments to contingent consideration liabilities, a gain from a Swiss pension plan amendment and thepartial reversal of a prior period charge.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. The required revaluation of the deferred tax assets and liabilities and a portion of current tax payables to the newly enacted taxrate at the date of enactment of the U.S. enacted tax reform legislation (Tax Cuts and Jobs Act), resulted in a net tax income of $413 millionthat has been adjusted out of core taxes. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on thetotal adjustments of $1.2 billion to arrive at the core results before tax amounts to $98 million excluding the tax income from U.S. taxreform. The average tax rate on these adjustments is 8.4%.

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2016

159



Impairments(2)


Legalitems(4)

Otheritems(5)

2016Coreresults

Surgical segment contribution 709 1 710 Vision care segment contribution 600 1 601 Not allocated to segments (1,299) 1,018 23 27 (6) 54 (183)Totaloperatingincome 10 1,018 23 29 (6) 54 1,128 Interest expense (31) (31)Other financial income and expense (92) 61 (31)(Loss)/incomebeforetaxes (113) 1,018 23 29 (6) 115 1,066 Taxes (adjusted for above items) (6) (57) (144)Net(loss)/income (170) 922

(1) Amortization of intangible assets: includes amortization of acquired rights to in-market products, technology platforms and otherproduction-related intangible assets.

(2) Impairments: includes impairment charges related to intangible assets.

(3) Restructuring items: includes restructuring income and charges and related items.

(4) Legal items: includes release of a legal settlement provision.

(5) Other items: includes an income due to an adjustment of a contingent consideration, an expense due to an adjustment of a contingentconsideration, a charge for an indirect tax settlement and an expense related to devaluation losses in Venezuela due to foreign exchangelosses on intra-group payables.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments forcontinuing operations of $1.2 billion to arrive at the core results before tax amounts to $87 million. The average tax rate on the adjustmentsis 7.4%.

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RECONCILIATIONOFIFRSRESULTSTOCORERESULTS(COREOPERATINGINCOMEKEYFIGURES)

2018

160



Impairments(2)


Legalitems(4)

Otheritems(5)

2018Coreresults

Grossprofit 3,192 996 376 1 (24) 4,541 Operating(loss)/income (248) 1,007 378 41 28 6 1,212 (Loss)/incomebeforetaxes (300) 1,007 378 41 28 6 1,160 Taxes (6) 73 (186)Net(loss)/income (227) 974 Thefollowingareadjustmentstoarriveatcoregrossprofit

Cost of goods sold (3,961) 996 376 1 (24) (2,612)Thefollowingareadjustmentstoarriveatcoreoperatingincome

Selling, general & administration (2,801) 2 9 4 (2,786)Research & development (587) 11 2 45 (529)Other income 47 (4) (19) 24 Other expense (99) 33 28 (38)

(1) Amortization of intangible assets: Cost of goods sold includes recurring amortization of acquired rights to in-market products and otherproduction-related intangible assets; Research & development includes the recurring amortization of acquired rights for technologyplatforms.

(2) Impairments: Cost of goods sold and Selling, general & administration includes impairment charges related to intangible assets.

(3) Restructuring items: Cost of goods sold, Selling, general & administration, Research & development, Other income and Other expenseinclude other restructuring income and charges and related items.

(4) Legal items: Other expense includes increases in provision for certain legal matters and certain external legal fees.

(5) Other items: Cost of goods sold, Selling, general & administration and Research & development include charges and reversal of chargesrelated to a product's voluntary market withdrawal; research and development also includes amortization of option rights and a fair valueadjustment of a contingent consideration liability; other income includes fair value adjustments on a financial asset.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of$1.5 billion to arrive at the core results before tax amounts to $259 million. The average tax rate on the adjustments is 17.7%

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2017

161



Impairments(2)


Legalitems(4)

Otheritems(5)

2017Coreresults

Grossprofit 3,204 1,007 4,211 Operating(loss)/income (77) 1,017 86 30 61 (31) 1,086 (Loss)/incomebeforetaxes (127) 1,017 86 30 61 (31) 1,036 Taxes (6) 383 (128)Netincome 256 908 Thefollowingareadjustmentstoarriveatcoregrossprofit

Cost of goods sold (3,588) 1,007 (2,581)Thefollowingareadjustmentstoarriveatcoreoperatingincome

Research & development (584) 10 86 (18) (506)Other income 47 (4) (13) 30 Other expense (148) 34 61 (53)


(2) Impairments: Research & development includes impairment charges related to intangible and financial assets.

(3) Restructuring items: Other income and Other expense include restructuring income and charges and related items.

(4) Legal items: Other expense includes an increase to a legal settlement provision and legal costs related to an investigation.

(5) Other items: Research & development includes fair value adjustments to contingent consideration liabilities; Other income includes a gainfrom a Swiss pension plan amendment and the partial reversal of a prior period charge.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. The required revaluation of the deferred tax assets and liabilities and a portion of current tax payables to the newly enacted taxrate at the date of enactment of the U.S. enacted tax reform legislation (Tax Cuts and Jobs Act), resulted in a net tax income of $413 millionthat has been adjusted out of core taxes. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on thetotal adjustments of $1.2 billion to arrive at the core results before tax amounts to $98 million, excluding the tax income from U.S. taxreform. The average tax rate on these adjustments is 8.4%.

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2016

162



Impairments(2)


Legalitems(4)

Otheritems(5)

2016Coreresults

Grossprofit 3,111 1,006 19 (13) 4,123 Operatingincome 10 1,018 23 29 (6) 54 1,128 (Loss)/incomebeforetaxes (113) 1,018 23 29 (6) 115 1,066 Taxes (6) (57) (144)Net(loss)/income (170) 922 Thefollowingareadjustmentstoarriveatcoregrossprofit

Cost of goods sold (3,485) 1,006 19 (13) (2,473)Thefollowingareadjustmentstoarriveatcoreoperatingincome

Research & development (499) 12 4 1 13 (469)Other income 50 (4) (6) 40 Other expense (126) 32 54 (40)ThefollowingareadjustmentstoarriveatCoreincomebeforetaxes

Other financial income and expense (92) 61 (31)


(2) Impairments: Cost of good sold and Research & development includes impairment charges related to intangible assets.

(3) Restructuring items: Research & development, Other income and Other expense include restructuring income and charges and relateditems.

(4) Legal items: Other income includes release of a legal settlement provision.

(5) Other items: Cost of goods sold includes an income due to an adjustment of a contingent consideration; Research & development includesan expense due to an adjustment of a contingent consideration; Other expense includes a charge for an indirect tax settlement. Otherfinancial income and expense includes an expense related to devaluation losses in Venezuela due to foreign exchange losses on intra-grouppayables.

(6) Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax ratethat will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, thisresults in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full taximpact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certainjurisdictions. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of$1.2 billion to arrive at the core results before tax amounts to $87 million. The average tax rate on the adjustments is 7.4%.

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RECONCILIATIONOFNETDEBTTOPROFORMANETDEBT(1)

5.B.LIQUIDITYANDCAPITALRESOURCES

Our sources of funds have consisted principally of cash flow from operations and bank debt and other financial liabilities to Novartis. Our uses of those funds(other than for operations) have consisted principally of investments in our growth plan, capital expenditures, cash paid for acquisitions and associated expensesand other obligations.

We believe that we have adequate liquidity to meet our needs. At December 31, 2018, we had cash and cash equivalents of $227 million, compared to$172 million at December 31, 2017. At December 31, 2018 we had current financial debt of $114 million, compared to $111 million at December 31, 2017,consisting of bank and other financial debt and other financial liabilities to Novartis, and non-current financial debt of $89 million at December 31, 2018, comparedto $84 million at December 31, 2017, consisting of finance lease obligations.

To the extent that future sales (if any) are generated by our subsidiaries and not directly by us, we would be dependent on dividends, other payments or loansfrom our subsidiaries. Some of our subsidiaries may be subject to legal requirements of their respective jurisdictions of organization that may restrict their payingdividends or other payments, or making loans, to us.

In connection with the completion of the spin-off, we expect to incur $3.5 billion in total indebtedness and, as of the completion of the spin-off, we expect tohave $1.8 billion of outstanding non-current financial debt and $1.7 billion of outstanding current financial debt, and approximately $0.5 billion of cash and cashequivalents. Such indebtedness and the related interest expenses associate with such debt, expected to be between $110 million and $130 million per year, are notreflected in our combined financial statements.

Potential future uses of our liquidity include capital expenditures, acquisitions, debt repayments and other general corporate purposes.

163

Proformaadjustments


Thirdpartyfinancing

Settlementoffinancial

balancesandotherinternalfinancing

transactionswithNovartis

Settlementoffinancing

transactionswithNovartis Proformatotal

Current financial debt (47) (1,688) (1,735)Non-current financial debt (1,742) (1,742)Totalfinancialdebt (47) (3,430) (3,477)Less liquidity

Cash and cash equivalents 227 3,425 (162) (2,990) 500 Totalliquidity 227 3,425 (162) (2,990) 500 Netliquidity/(debt) 180 (5) (162) (2,990) (2,977)

(1) Excluding lease liability and other financial liabilities/receivables to/from Novartis Group.

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The following table summarizes Alcon cash flow and net debt:

Cashflow

2018comparedto2017

Net cash flows from operating activities amounted to $1.1 billion in 2018, broadly in line with the prior year.

Net cash flows used in investing activities amounted to $1.0 billion in 2018. This amount included cash outflows of $524 million for the purchase of property,plant and equipment, $245 million for intangible assets and financial assets, and $239 million for acquisitions of businesses, net (including the TrueVision, Inc. andTear Film Innovations, Inc. acquisitions). In 2017, net cash flows used in investing activities amounted to $679 million.

Net cash flows used in financing activities amounted to $78 million in 2018, compared to $539 million in 2017. The 2018 amount includes mainly cashoutflows of $119 million for movements of financing provided to Novartis compared to $424 million of such cash outflows in 2017.

2017comparedto2016

Net cash flows from operating activities amounted to $1.2 billion in 2017, broadly in line with the prior year.

Net cash flows used in investing activities amounted to $679 million in 2017. This amount included cash outflows of $415 million for the purchase ofproperty, plant and equipment, $197 million for intangible, financial and other non-current assets, and $70 million for acquisitions of businesses, net (including theClarVista Medical, Inc. acquisition). In 2016, net cash flows used in investing activities amounted to $843 million.

Net cash flows used in financing activities amounted to $539 million in 2017, compared to $435 million in 2016. The 2017 amount includes mainly cashoutflows of $424 million for movements of financing provided to Novartis compared to $396 million of such cash outflows in 2016.

Netliquidity/(debt)

Net liquidity/(debt) constitutes a non-IFRS financial measure, which means that it should not be interpreted as a measure determined under IFRS. Netliquidity/(debt) is presented as additional information as it is a useful indicator of Alcon ability to pay dividends, to meet financial commitments and to invest innew strategic opportunities, including strengthening its balance sheet.

164

($millions) 2018 2017 2016 Net cash flows from operating activities 1,140 1,218 1,245 Net cash flows used in investing activities (1,001) (679) (843)Net cash flows used in financing activities (78) (539) (435)Effect of exchange rate changes on cash and cash equivalents (6) 10 (90)Netchangeincashandcashequivalents 55 10 (123)Change in current and non-current financial debts 13 100 38 Change in other net financial liabilities/receivables to/from Novartis Group (47) 4 2 Changeinnetliquidity/(debt) 21 114 (83)Net liquidity/(debt) at January 1 42 (72) 11 Netliquidity/(debt)atDecember31 63 42 (72)

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2018comparedto2017

Total financial debt, consisting of total non-current and current financial debt and other net financial receivables from Novartis Group, amounted to$164 million at December 31, 2018, compared to $130 million at December 31, 2017.

Current financial debt, which mainly consists of bank overdraft and other short-term borrowings, decreased by $18 million in 2018 to $47 million atDecember 31, 2018, from $65 million at December 31, 2017.

Other financial receivables from Novartis Group at December 31, 2018 was $39 million, compared to $65 million in the prior year. Other financial liabilitiesto Novartis Group at December 31, 2018 was $67 million, compared to $46 million in the prior year.

Non-current financial debt at December 31, 2018 was $89 million and remained substantially in line with the prior year non-current financial debt of$84 million at December 31, 2017.

Alcon net liquidity amounted to $63 million at December 31, 2018 compared to $42 million at December 31, 2017.

2017comparedto2016

Total financial debt, consisting of total non-current and current financial debt and other net financial receivables from Novartis Group, amounted to$130 million at December 31, 2017, compared to $234 million at December 31, 2016.

165

($millions)

AtDecember31,

2018

AtDecember31,

2017 Change Current financial debt (47) (65) 18 Other net financial liabilities/receivables to/from Novartis Group (28) 19 (47)Non-current financial debt (89) (84) (5)Totalfinancialdebt (164) (130) (34)Less liquidity Cash and cash equivalents 227 172 55 Totalliquidity 227 172 55 Netliquidity 63 42 21

($millions)

AtDecember31,

2017

AtDecember31,

2016 Change Current financial debt (65) (170) 105 Other net financial liabilities/receivables to/from Novartis Group 19 15 4 Non-current financial debt (84) (79) (5)Totalfinancialdebt (130) (234) 104 Less liquidity Cash and cash equivalents 172 162 10 Totalliquidity 172 162 10 Netliquidity/(debt) 42 (72) 114

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Current financial debt, which mainly consists of bank overdraft and other short-term borrowings, decreased by $105 million in 2017 to $65 million atDecember 31, 2017, from $170 million at December 31, 2016.

Other financial receivables from Novartis Group at December 31, 2017 was $65 million, compared to $41 million in the prior year. Other financial liabilitiesto Novartis Group at December 31, 2017 was $46 million, compared to $26 million in the prior year.

Non-current financial debt at December 31, 2017 was $84 million and remained substantially in line with the prior year non-current financial debt of$79 million at December 31, 2016.

Alcon net liquidity amounted to $42 million at December 31, 2017 compared to a net debt of $72 million at December 31, 2016.

LIQUIDITYANDFINANCIALDEBTBYCURRENCY

The following table provides a breakdown of liquidity and financial debt by currency as of December 31, 2018, 2017 and 2016:

EFFECTSOFCURRENCYFLUCTUATIONS

We prepare our combined financial statements in U.S. dollars. As a result, fluctuations in the exchange rates between the U.S. dollar and other currencies canhave a significant effect on both Alcon results of operations as well as on the reported value of our assets, liabilities and cash flows. This in turn may significantlyaffect reported earnings (both positively and negatively) and the comparability of period-to-period results of operations.

For purposes of our combined balance sheets, we translate assets and liabilities denominated in other currencies into U.S. dollars at the prevailing marketexchange rates as of the relevant balance sheet date. For purposes of Alcon combined income statements and statements of cash flows, revenue, expense and cashflow items in local currencies are translated into U.S. dollars at average exchange rates prevailing during the relevant period. As a result, even if the amounts orvalues of these items remain unchanged in the respective local currency, changes in exchange rates have an impact on the amounts or values of these items in ourcombined financial statements.

There is also a risk that certain countries could devalue their currency. If this occurs, then it could impact the effective prices we would be able to charge forour products and also have an adverse impact on both our combined income statement and balance sheet. Alcon is exposed to a potential adverse devaluation riskon its intercompany funding and total investment in certain subsidiaries operating in countries with exchange controls.

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Liquidity

in%2018(1) Liquidity

in%2017(1) Liquidity

in%2016(1) Financialdebtin%2018(2)

Financialdebtin%2017(2)

Financialdebtin%2016(2)

USD 35 25 39 67 57 32 EUR 41 46 38 1 1 1 CHF 8 6 2 JPY 1 Other 16 22 21 32 42 67 Total 100 100 100 100 100 100

(1) Liquidity includes cash and cash equivalents and time deposits.

(2) Financial debt includes non-current and current financial debt.

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The most significant country in this respect is Venezuela, where we incurred significant foreign exchange losses in 2016.

Argentina became hyperinflationary effective July 1, 2018, requiring implementation of hyperinflation accounting as of January 1, 2018. See Note 3 to ourunaudited condensed combined interim financial statements provided elsewhere in this Form 20-F.

The following table sets forth the foreign exchange rates of the U.S. dollar against key currencies used for foreign currency translation when preparing ourcombined financial statements:

Currencyimpactonkeyfigures

The following table provides a summary of the currency impact on key company figures due to their conversion into U.S. dollars, Alcon reporting currency, ofthe financial data from entities reporting in non-U.S. dollars.

Constant currency (cc) calculations apply the exchange rates of the prior year to the current year financial data for entities reporting in non-U.S. dollars.

167

Averageforyear Year-end

($perunitunlessindicatedotherwise) 2018 2017 Changein

% 2018 2017 Changein

% AUD 0.748 0.766 (2) 0.707 0.779 (9)BRL 0.275 0.313 (12) 0.258 0.302 (15)CAD 0.772 0.771 0 0.735 0.797 (8)CHF 1.023 1.016 1 1.014 1.024 (1)CNY 0.151 0.148 2 0.145 0.154 (6)EUR 1.181 1.129 5 1.144 1.195 (4)GBP 1.336 1.288 4 1.274 1.347 (5)JPY (100) 0.906 0.892 2 0.907 0.888 2 RUB (100) 1.600 1.715 (7) 1.437 1.734 (17) Averageforyear Year-end

($perunitunlessindicatedotherwise) 2017 2016 Changein

% 2017 2016 Changein

% AUD 0.766 0.744 3 0.779 0.722 8 BRL 0.313 0.288 9 0.302 0.307 (2)CAD 0.771 0.755 2 0.797 0.741 8 CHF 1.016 1.015 0 1.024 0.978 5 CNY 0.148 0.151 (2) 0.154 0.144 7 EUR 1.129 1.107 2 1.195 1.051 14 GBP 1.288 1.355 (5) 1.347 1.227 10 JPY (100) 0.892 0.922 (3) 0.888 0.854 4 RUB (100) 1.715 1.498 14 1.734 1.648 5

Changeinconstant

currencies%2018

Changein$%2018

Percentagepoint

currencyimpact2018

Changeinconstantcurrencies%2017

Changein$%2017

Percentagepoint

currencyimpact2017

Net sales 5 5 0 3 3 0 Operating (loss)/income nm nm nm nm nm nm Net income/(loss) nm nm nm nm nm nm Core operating income 12 12 0 (1) (4) (3)Core net income 8 7 (1) 2 (2) (4)

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FREECASHFLOW

Alcon defines free cash flow as net cash flows from operating activities less cash flow associated with the purchase or sale of property, plant and equipment.For further information about the free cash flow measure, which is a non-IFRS measure, see "—5.A Operating Results—Non-IFRS measures as defined by theCompany—Free Cash Flow" above. The following is a summary of Alcon free cash flow for 2018, 2017 and 2016, together with a reconciliation to net cash flowsfrom operating activities, the most directly comparable IFRS measure, and a reconciliation of net income/(loss) to net cash flows from operating activities:

2018comparedto2017

In 2018, free cash flow amounted to $616 million compared to $803 million in 2017, mainly driven by lower cash flows from operating activities and higherinvestments in property, plant and equipment.

2017comparedto2016

In 2017, free cash flow amounted to $803 million, compared to $801 million in 2016, as lower cash flows from operating activities was more than offset bylower investments in property, plant and equipment.

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Changeinconstant

currencies%2017

Changein$%2017

Percentagepoint

currencyimpact2017

Changeinconstant

currencies%2016

Changein$%2016

Percentagepoint

currencyimpact2016

Net sales 3 3 0 (1) (2) (1)Operating (loss)/income nm nm nm (85) (98) (13)Net income/(loss) nm nm nm nm nm nm Core operating income (1) (4) (3) (21) (25) (4)Core net income 2 (2) (4) (24) (28) (4)

($millions) 2018 2017 2016 Net(loss)/income (227) 256 (170)Adjustmentstoreconcilenet(loss)/incometonetcashflowsfromoperatingactivities Depreciation, amortization and impairments 1,622 1,334 1,289 Non-cash change in provisions and other non-current liabilities (10) 75 64 Losses on disposal and other adjustments on property, plant & equipment, intangible, financial and

other non-current assets, net 4 41 10 Net financial expense 52 50 123 Taxes (73) (383) 57 Interest received 1 1 Interest paid (10) (13) (21)Other financial payments (29) (22) (31)Taxes paid (203) (84) (150)Net payments out of provisions and other net cash movements in non-current liabilities (67) (72) (108)Change in net current assets and other operating cash flow items 80 36 181 Netcashflowsfromoperatingactivities 1,140 1,218 1,245 Purchase of property, plant & equipment, net (524) (415) (444)Freecashflow 616 803 801

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CONDENSEDCOMBINEDBALANCESHEETS

Total non-current assets of $23.7 billion at December 31, 2018 decreased by $438 million compared to December 31, 2017.

Intangible assets other than goodwill decreased by $862 million in 2018, mainly due to amortization and impairment charges totaling $1.4 billion partiallyoffset by additions and impacts of business combinations of $543 million. Property, plant and equipment increased by $319 million, mainly due to additions of$524 million driven by continued vision care capacity expansion projects, partially offset by depreciation of $239 million. Goodwill remained unchanged at$8.9 billion. Financial, deferred tax assets and other non-current assets were broadly in line with prior year-end.

Total current assets increased by $112 million to $3.4 billion at December 31, 2018 as compared to $3.3 billion at December 31, 2017, mainly due to anincrease in inventories of $137 million, in other current assets of $12 million and in cash and cash equivalents of $55 million, partly offset by a decrease in tradereceivables of $92 million.

We consider that our doubtful debt provisions are adequate. However, we intend to continue to monitor the level of trade receivables in Greece, Italy,Portugal, Spain, Brazil, Russia, Turkey, Saudi Arabia, and Argentina which has been included in 2018. Should there be a substantial deterioration in our economicexposure with respect to those countries, we may increase our level of provisions by moving to an expected loss provisioning approach or may change the terms oftrade on which we operate.

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($millions) Dec31,2018

Dec31,2017 Change

Assets Property, plant & equipment 2,879 2,560 319 Goodwill 8,899 8,895 4 Intangible assets other than goodwill 10,679 11,541 (862)Financial, deferred tax assets and other non-current assets 1,206 1,105 101 Totalnon-currentassets 23,663 24,101 (438)Inventories 1,440 1,303 137 Trade receivables 1,253 1,345 (92)Other current assets 479 467 12 Cash and cash equivalents 227 172 55 Totalcurrentassets 3,399 3,287 112 Totalassets 27,062 27,388 (326)Investedcapitalandliabilities Investedcapital 22,639 23,029 (390)Financial debts 89 84 5 Other non-current liabilities 2,441 2,497 (56)Totalnon-currentliabilities 2,530 2,581 (51)Trade payables 663 615 48 Financial debts 47 65 (18)Other current liabilities 1,183 1,098 85 Totalcurrentliabilities 1,893 1,778 115 Totalliabilities 4,423 4,359 64 Totalinvestedcapitalandliabilities 27,062 27,388 (326)

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The majority of the outstanding trade receivables from these closely monitored countries are due directly from local governments or from government-fundedentities except for Russia, Brazil and Turkey, which are due from private entities. The gross trade receivables from these countries at December 31, 2018 amount to$216 million ($228 million at December 31, 2017), of which $14 million are past due for more than one year ($19 million at December 31, 2017) and for whichprovisions of $16 million have been recorded ($24 million at December 31, 2017). At December 31, 2018, amounts past due for more than one year are notsignificant in any of these countries.

The following table provides an overview of our aging analysis of our trade receivables as of December 31, 2018 and 2017:

There is also a risk that certain countries could devalue their currency. Currency exposures are described in more detail under the "Effects of currencyfluctuation" section above.

Other non-current liabilities that include deferred tax liabilities of $1.5 billion and provisions and other liabilities of $913 million amounted to $2.4 billion atDecember 31, 2018, compared to $2.5 billion at December 31, 2017. The decrease of $56 million was primarily due to a decrease in deferred tax liability of$112 million.

Alcon believes that its total provisions are adequate based upon currently available information. However, given the inherent difficulties in estimatingliabilities in this area, Alcon may incur additional costs beyond the amounts provided. Management believes that such additional amounts, if any, would not bematerial to the financial condition of Alcon but could be material to the results of operations or cash flows in a given period.

Trade payables and other current liabilities increased by $133 million in 2018 to $1.8 billion at December 31, 2018.

Current income tax liabilities increased by $46 million in 2018 to $151 million at December 31, 2018, primarily due to higher current income tax expensecompared to the prior year. While there is some uncertainty about the final taxes to be assessed in the major countries in which we operate, we believe that ourestimated amounts for current income tax liabilities, including any amounts related to any uncertain tax positions, are appropriate based on currently known factsand circumstances.

In our key countries, Switzerland and the U.S., assessments have been agreed by the tax authorities up to 2017 in Switzerland and up to 2012 in the U.S.

Alcon liquidity amounted to $227 million at December 31, 2018 compared to $172 million at December 31, 2017. Alcon total financial debt amounted to$164 million at December 31, 2018 compared to $130 million at December 31, 2017 and net liquidity was $63 million at December 31, 2018 compared to a netliquidity of $42 million at December 31, 2017.

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($millions) 2018 2017 Not overdue 1,018 1,082 Past due for not more than one month 118 119 Past due for more than one month but less than three months 70 77 Past due for more than three months but less than six months 34 46 Past due for more than six months but less than one year 20 31 Past due for more than one year 47 67 Provisions for doubtful trade receivables (54) (77)Totaltradereceivables,net 1,253 1,345

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5.C.RESEARCHANDDEVELOPMENT,PATENTSANDLICENSES,ETC.

Alcon research and development spending totaled $587 million, $584 million and $499 million for the years 2018, 2017 and 2016, respectively. As describedin the "Risk Factors" section and elsewhere in this Form 20-F, we are subject to varying degrees of governmental regulation in the countries in which we operate,which makes the process of developing new products and obtaining necessary regulatory marketing authorization lengthy, expensive and uncertain. See "Item 3.Key Information—3.D Risk Factors". For further information on Alcon research and development policies and additional product information, as well as adescription of the regulatory approval process, see "Item 4. Information on the Company—4.B Business Overview".

5.D.TRENDINFORMATION

Please see "—5. A Operating Results—Opportunity and risk summary" and "Item 4. Information on the Company—4.B Business Overview" for trendinformation.

5.E.OFF-BALANCESHEETARRANGEMENTS

We have no uncombined special purpose financing or partnership entities or other off balance sheet arrangements that have or are reasonably likely to have acurrent or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures orcapital resources, that is material to investors. See also Note 23 to our combined financial statements included elsewhere in this Form 20-F and matters described in"—5.F Aggregate contractual obligations".

5.F.AGGREGATECONTRACTUALOBLIGATIONS

The following table summarizes Alcon contractual obligations and other commercial commitments at December 31, 2018, as well as the effect theseobligations and commitments are expected to have on Alcon liquidity and cash flow in future periods, on:

• an actual basis; and

• a pro forma basis to give effect to our incurrence of $3.5 billion in total indebtedness in connection with the spin-off.

Actual

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Paymentsduebyperiod

($millions) Total 1year 2-3years 4-5years After5years

Non-current financial debt, including current portion 76 76 Interest on non-current financial debt, including current portion 104 13 14 77 Operating leases 222 50 71 64 37 Unfunded pensions and other post-employment benefit plans 433 27 49 52 305 Research & development potential milestone commitments 182 33 43 44 62 Totalcontractualcashobligations 1,017 110 176 174 557

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ProForma

For other contingencies, see "Item 4. Information on the Company—4.D Property, Plants and Equipment—Environmental Matters", "Item 8. FinancialInformation—8.A Combined Statements and Other Financial Information" and Notes 16 and 23 to our combined financial statements included elsewhere in thisForm 20-F.

ITEM6.DIRECTORS,SENIORMANAGEMENTANDEMPLOYEES

6.A.DIRECTORSANDSENIORMANAGEMENT

Alcon is currently part of the Novartis Group and the named directors of Alcon for the purpose of the Swiss commercial register are employees of Novartisand most of whom will not be members of the Alcon Board ("Directors") following the spin-off.

Following the spin-off, Alcon, as an independent public company, will have a separate Board of Directors and Executive Committee.

This section introduces the Directors and members of the Executive Committee of Alcon ("ECA") following the spin-off. However, please be advised thatunexpected circumstances could change these determinations either prior to or after the spin-off.

None of the Directors or members of the ECA are or have been during the past five years subject to any convictions for finance or business-related crimes orto legal proceedings (excluding legal proceedings relating to traffic violations or similar minor violations) against them by statutory or regulatory authorities(including designated professional associations) that are continuing or have been concluded with a sanction.

Directors

Novartis, as the sole shareholder of Alcon, has elected the Directors for the period from the spin-off until the 2020 Annual General Meeting of shareholders ofAlcon (expected to take place approximately one year following the date of the spin-off). Novartis has elected F. Michael Ball as Chairman of the Alcon Board andDavid J. Endicott as a Director, in each case with effect from the spin-off. Messrs. Ball and Endicott are currently working for Novartis as the Chairman Designateof Alcon (the "Chairman Designate") and the Chief Executive Officer of the Alcon Division, respectively. Their biographies, as well as the biographies of the otherDirectors, are included below.

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Paymentsduebyperiod

($millions) Total 1year 2-3years 4-5years After5years

Non-current financial debt, including current portion 1,826 600 1,150 76 Interest on non-current financial debt, including current portion 293 45 102 69 77 Operating leases 222 50 71 64 37 Unfunded pensions and other post-employment benefit plans 433 27 49 52 305 Research & development potential milestone commitments 182 33 43 44 62 Totalcontractualcashobligations 2,956 155 865 1,379 557

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F. Michael Ball, Chairman Designate

Year of birth: 1955

F. Michael Ball held the position of Chief Executive Officer of the Alcon Division and served as a member of the Novartis Executive Committee fromFebruary 1, 2016 until June 30, 2018. He previously served as Chief Executive Officer of Hospira, Inc. from 2011 to 2015. Prior to that, Mr. Ball held a number ofsenior leadership positions at Allergan, Inc., including President from 2006 to 2011. Before joining Allergan, Inc. in 1995, he held roles of increasing responsibilityin marketing and sales at Syntex Corporation and Eli Lilly & Co. He began his career in the healthcare industry in 1981.

Mr. Ball has served on the board of directors of several companies, including Kythera Biopharmaceuticals Inc., Hospira, IntraLase Corp. and sTec Inc.. Heholds a Bachelor of Science and a Master of Business Administration from Queen's University in Canada.

Lynn Bleil

Year of birth: 1963

Lynn Bleil has been a member of the boards of directors of Stericycle, Inc. since 2015, Sonova Holding AG since 2016 and Amicus Therapeutics, Inc. since2018. Ms. Bleil has also been a member of the advisory boards of private companies Navigen Pharmaceuticals and Halo Neuroscience since 2016. She has alsobeen a member of the governing board of trustees at Intermountain's Park City Medical Center since 2014 and a member of the board of trustees of the U.S. Ski andSnowboard Team Foundation since 2014. Ms. Bleil was a Senior Partner at McKinsey & Company from 1985 to 2013 advising CEOs and boards of directors in thehealthcare and life sciences industry.

Ms. Bleil holds a Bachelor of Science in Chemical Engineering from Princeton University, U.S., and a Master of Business Administration in Health Policyfrom the Stanford Graduate School of Business, U.S.

Arthur Cummings, M.D.

Year of birth: 1962

Arthur Cummings, M.D., has been Consultant Ophthalmologist at Beacon Hospital, since 2007, and Owner and Medical Director at Wellington Eye Clinic,since 1998, both in Dublin, Ireland.

Dr. Cummings holds a Bachelor of Science in Medicine and Surgery (MB. ChB.), and a Master of Medicine in Ophthalmology (M. Med) from the Universityof Pretoria, South Africa. Dr. Cummings is a Fellow of the College of Surgeons in South Africa (FCS SA) in Ophthalmology, and a Fellow of the Royal College ofSurgeons of Edinburgh (FRCSEd) in Ophthalmology.

David J. Endicott, Chief Executive Officer

Year of birth: 1965

David J. Endicott is the Chief Executive Officer of the Alcon Division. He joined the Alcon Division in July 2016 as President, Commercial & Innovation, andChief Operating Officer. Prior to joining the Alcon Division in 2016, Mr. Endicott was President of Hospira Infusion Systems, a Pfizer company. Before joiningHospira, Mr. Endicott served as an officer and executive committee member of Allergan, Inc. where he spent more than 25 years of his career in leadership rolesacross Europe, Asia and Latin America, as well as the U.S.

Mr. Endicott has served on the board of directors of AdvaMed, Zeltiq and Orexigen. He holds an undergraduate degree in Chemistry from Whitman Collegeand a Master's degree in Business Administration from the University of Southern California, both in the United States.

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Thomas Glanzmann

Year of birth: 1958

Thomas Glanzmann is the founder and has been a Partner at Medtech Ventures Partners since 2016. He has been a member of the board of directors ofGrifols S.A. since 2006, including serving as Vice Chairman since 2017, and a member of the healthcare advisory board of Madison Dearborn Partners, LLC since2011. He was President and CEO of Gambro AB from 2006 to 2011, and CEO and Managing Director of HemoCue AB from 2005 to 2006. Mr. Glanzmann wasSenior Advisor to the Executive Chairman and Acting Managing Director of the World Economic Forum from 2004 to 2005. From 1988 to 2004, Mr. Glanzmannworked in various positions at Baxter International Inc., including President of Baxter Bioscience, CEO of Immuno International and President of Europe BiotechGroup. In 2004, he was a Senior Vice President and Corporate Officer of Baxter.

He holds a Bachelor of Science in Political Science from Dartmouth College, U.S., a Master of Business Administration from the IMD Business School,Switzerland and a Board of Directors Certification from the UCLA Anderson School of Management, U.S.

D. Keith Grossman

Year of birth: 1960

D. Keith Grossman has been the President and Chief Executive Officer of Nevro, Inc. since March 2019. He has also been Chairman of the board of directorsof Outset Medical, Inc. since 2014. He has been a member of the board of directors of both TherOx, Inc. and Vyaire Medical, Inc. since 2016 and ViewRay, Inc.since 2018. He was President and CEO of Thoratec Corporation from 1996 to 2006 and from 2014 to 2015, and was a member of the board of directors from 1996to 2015. Mr. Grossman was CEO and a member of the board of directors at Conceptus, Inc. from 2011 to 2013. He was Managing Director and Senior Advisor atTPG Capital, L.P. from 2007 to 2011. Mr. Grossman also served as a member of the board of directors of Zeltiq, Inc., as Lead Director, from 2013 to 2017, ofIntuitive Surgical, Inc. from 2004 to 2010 and of Kyphon Inc. in 2007, and served on a number of private boards of directors.

Mr. Grossman holds a Bachelor of Science in Animal Sciences from The Ohio State University, U.S., and Master of Business Administration in Finance fromPepperdine Graziadio Business School at Pepperdine University, U.S.

Scott Maw

Year of birth: 1967

Until his retirement near the end of 2018, Scott Maw was Executive Vice President and CFO at Starbucks Corporation from 2014. He was also Senior VicePresident in Corporate Finance at Starbucks Corporation from 2012 to 2013, and Senior Vice President and Global Controller from 2011 to 2012. Since 2016, hehas been a member of the board of directors of Avista Corporation. From 2010 to 2011, he was Senior Vice President and CFO of SeaBright Holdings, Inc. From2008 to 2010, he was Senior Vice President and CFO of the Consumer Bank at JP Morgan Chase & Company. Prior to this, Mr. Maw held leadership positions infinance at Washington Mutual, Inc. from 2003 to 2008, and GE Capital from 1994 to 2004.

Mr. Maw holds a Bachelor of Business Administration in Accounting from Gonzaga University, U.S.

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Karen May

Year of birth: 1958

Karen May has been a member of the board of directors of MB Financial, Inc. since 2004 and Ace Hardware Corporation since 2017. From 2012 to 2018, shewas Executive Vice President and Chief Human Resources Officer at Mondelez International, Inc. (name changed from Kraft Foods, Inc. after the spinoff ofselected Kraft North American businesses in 2012). From 2005 to 2012, Ms. May was the Executive Vice President and Chief Human Resources Officer of KraftFoods, Inc. Between 1990 and 2005, she held various positions in Human Resources and Finance at Baxter International Inc., including Corporate Vice Presidentand Chief Human Resources Officer and Vice President, International Finance. Prior to Baxter International Inc., Ms. May was a Certified Public Accountant in theaudit practice of Price Waterhouse.

Ms. May holds a Bachelor of Science in Accounting from the University of Illinois, U.S., and was a licensed Certified Public Accountant in the U.S. from1980 to 1990.

Ines Pöschel

Year of birth: 1968

Ines Pöschel has been a Partner at Kellerhals Carrard Zurich KIG since 2007. She has been a member of the board of directors of Implenia AG since 2016 andGraubündner Kantonalbank since 2018, and serves on the board of directors of various non-listed Swiss companies. From 2002 to 2007, Ms. Pöschel was a SeniorAssociate at Bär & Karrer AG. She was a Senior Manager at Andersen Legal LLC from 1999 to 2002.

Ms. Pöschel has a Master in Law from the University of Zurich, Switzerland, and passed the Swiss Bar Exam in 1996.

Dieter Spälti, PhD

Year of birth: 1961

Dieter Spälti has been CEO and a member of the board of directors at Spectrum Value Management Ltd., Switzerland since 2006. He was Managing Partnerfrom 2002 to 2006. He has been a member of the board of directors at LafargeHolcim Ltd. since 2003. He has also been a member of the board of directors at SCI(Schweizerische Cement Industrie AG) since 2003. Dr. Spälti has been Chairman of the board of directors at Dorsay Development Corporation, Canada, since2003. He has also served as Vice Chairman of the board of directors at Grand Resort Bad Ragaz AG, Switzerland, since 2005 and Vice Chairman of the board ofdirectors at IHAG Holding AG, Switzerland, since 2002. Dr. Spälti was a Partner at McKinsey & Company from 1993 to 2001.

He holds a PhD in Law from the University of Zurich, Switzerland.

SeniorManagement

The current members of the Alcon Board have appointed the members of the ECA. Prior to the date of the spin-off, the future members of the Alcon Boardwill formally confirm the election of the members of the ECA.

Below are the biographies of the officers of the Alcon Division who will become members of the ECA in connection with the spin-off, with the exception ofDavid J. Endicott, the Chief Executive Officer of the Alcon Division, whose biography is included above under "Directors". There may be changes to theseindividuals, either as a result of changes to ECA positions or position incumbents prior to the date of the spin-off, and the members of the ECA at the time of thespin-off cannot be known with certainty until the spin-off occurs.

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David Murray, Chief Financial Officer

Year of birth: 1963

David Murray is the Chief Financial Officer of the Alcon Division and a member of the Alcon Executive Leadership Team. Mr. Murray joined the AlconDivision in September 2015 following several financial leadership positions with Novartis. Prior to joining the Alcon Division, Mr. Murray most recently served asthe Division Chief Financial Officer for Novartis Vaccines & Diagnostics in Boston. His previous roles at Novartis include Head Global Business Planning &Analysis and Financial Operations for the Pharma Division (Basel), Country Chief Financial Officer Novartis Spain (Barcelona), Vice President Finance GeneralMedicines U.S. (New Jersey) and Global Head of Finance Mature Products (Basel).

Prior to joining Novartis in 2001, Mr. Murray held finance and commercial leadership roles at General Motors, Avis Europe, Swiss Bank Corporation andBritish Petroleum.

Mr. Murray holds a Master's degree in Economics and Accounting from Aberdeen University, Scotland, and is a Fellow of the Chartered Institute ofManagement Accountants (FCMA).

Michael Onuscheck, President Global Businesses and Innovation

Year of birth: 1966

Michael Onuscheck is the President—Global Businesses and Innovation of the Alcon Division as of October 15, 2018. Mr. Onuscheck joined the AlconDivision in January 2015, as President and General Manager of the Global Surgical franchise. He joined the Alcon Division from Boston Scientific, where he spent10 years in leadership positions of increasing responsibility. Prior to joining the Alcon Division, Mr. Onuscheck most recently held the position of President ofBoston Scientific, overseeing the company's business operations in Europe and Russia. He previously served as Senior Vice President and President of BostonScientific's Neuromodulation division, with responsibility for research and development, manufacturing, marketing, sales, clinical research and customer service.

Prior to joining Boston Scientific, Mr. Onuscheck held a variety of management positions at Medtronic in spinal reconstructive surgery and stereotactic imageguided surgery, and various sales and marketing positions for Pfizer.

Mr. Onuscheck earned his degree in Business Administration and Psychology from Washington and Jefferson College in the U.S.

Leon Sergio Duplan Fraustro, President North America

Year of birth: 1967

Sergio Duplan is President—North America of the Alcon Division, overseeing the United States and Canada markets. He leads about 3,000 associates acrossthese two unique markets and the surgical and vision care franchises of the Alcon Division. He is a member of the Alcon Executive Leadership Team and a boardmember of The Alcon Foundation.

Mr. Duplan began his career with Novartis in 2004, as Vice President of Sales in General Medicines, in Mexico. Soon, he was promoted to Head of Marketingand Sales for Latin America, General Medicines, Pharma. In 2008, he became Country Pharma Organization Head and Country President of Novartis Mexico.Mr. Duplan joined the Alcon Division in August 2012.

Prior to his current role, Mr. Duplan was President of Latin America and Canada for the Alcon Division for three years, where he led the entire Alcon businessacross 15 unique markets. He was appointed to his current role in August 2015.

Prior to joining Novartis, Mr. Duplan held several positions of increasing responsibility in Sales, Finance and Country Management at Procter & Gamble andEli Lilly & Co.

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Mr. Duplan holds a Bachelor's in Industrial Engineering from Universidad Iberoamericana in Mexico and a Master of Business Administration from TheWharton School at the University of Pennsylvania in the U.S.

Ian Bell, President International

Year of birth: 1970

Ian Bell is the President—International of the Alcon Division as of October 15, 2018, overseeing the Europe, Russia, Middle East and Africa, Asia Pacific,Japan and Latin America and Caribbean markets. He joined the Alcon Division in March 2016 as President of Europe, Middle East and Africa ("EMEA"). Mr. Bellbrings more than 20 years of experience in the medical device and pharmaceutical industries. Mr. Bell joined the Alcon Division from Hospira, where he served asCorporate Vice President and President of the EMEA region.

Prior to his work at Hospira, Mr. Bell was Corporate Vice President and President of Allergan, Inc.'s Asia Pacific region, based in Singapore, from 2008 to2014. Mr. Bell joined Allergan, Inc. in 2005 as Vice President and Managing Director of its neurosciences division for the EMEA region.

Mr. Bell began his career at GlaxoSmithKline, where he held roles of increasing responsibility and scope in sales, marketing and strategy for more than10 years.

Mr. Bell was awarded the degree of Bachelor of Arts with honors in Economics from the University of York in the United Kingdom.

Laurent Attias, Head Corporate Development, Strategy, Business Development and Licensing (BD&L) and Mergers and Acquisitions (M&A)

Year of birth: 1967

Laurent Attias is Head of Corporate Development, Strategy, BD&L and M&A of the Alcon Division. In this role, Mr. Attias leads the development of long-term strategic plans for the surgical and vision care franchises of the Alcon Division. He is also responsible for the Alcon Division's BD&L, M&A, partnershipsand alliance activities.

Mr. Attias joined the Alcon Division in March 1994. Previously, Mr. Attias had operational responsibility for the Alcon Division's commercial and pipelinedevelopment strategy, as well as market access initiatives across the Alcon Division's surgical, pharmaceutical (currently part of Novartis Ophthalmology as aretained Novartis business) and vision care franchises, first as Senior Vice President and Head of Global Commercial Franchises and Strategy, and most recently asSenior Vice President, BD&L, M&A and Market Access.

During his more than 20 years with the Alcon Division, Mr. Attias progressed through the Sales and Marketing organizations by defining key strategicdirections for Surgical and Pharmaceutical flagship brands. Starting in 2002, Mr. Attias held the position of Vice President, Refractive Sales and Marketing, wherehe helped define the Alcon Division's participation in the laser refractive market.

Mr. Attias moved to Europe in 2009 to assume the role of Alcon Division Vice President, Central & Eastern Europe, Italy and Greece. In 2010, Mr. Attias waspromoted to President, EMEA. Previously, Mr. Attias served as Vice President/General Manager of Alcon Canada, an international relocation role he assumed in2007.

Mr. Attias holds both a Bachelor of Business Administration in Marketing and a Master of Business Administration from Texas Christian University in theU.S.

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6.B.COMPENSATION

For purposes of this Form 20-F, Alcon is required to disclose the 2018 compensation of the Directors and the members of the "2018 Alcon SpecifiedManagement", which, for purposes of this Form 20-F, means those individuals that would have been members of the ECA in 2018, if Alcon was an independentpublic company in 2018. The following additional information is disclosed in order to provide the reader with further context that is expected to be relevant toAlcon as a standalone public company following the spin-off:

• Shareholder approval of compensation under Swiss law

• Compensation disclosure requirements under Swiss law

• Expected 2019 compensation following the spin-off

CompliancewithSwissLawonShareholderApprovalandDisclosureoftheDirectors'andECAMembers'CompensationFollowingtheSpin-Off

As of the first day of listing of the Alcon shares on the SIX, Alcon will be subject to the following Swiss regulations with regards to compensation of theDirectors and members of the ECA:

• Directive on Information Relating to Corporate Governance and its annex and commentary issued by the SIX, which sets out principles aimed atsafeguarding shareholder interests, including the relationship between individual bodies of the company, the disclosure of specific information andshareholder rights

• Ordinance against Excessive Compensation in Public Companies of the Swiss Federal Council ("Compensation Ordinance")

In accordance with the Compensation Ordinance, our Articles provide that the Alcon shareholders at the Annual General Meeting of shareholders must, eachyear, vote separately on the proposals by the Alcon Board regarding:

• The maximum aggregate amount of compensation for the members of the Alcon Board for the period until the next Annual General Meeting ofshareholders (binding prospective vote)

• The maximum aggregate amount of compensation for the members of the ECA for the next fiscal year (binding prospective vote)

• The annual compensation report required by the Compensation Ordinance, which will include, among other things, disclosure of (i) the individualand aggregate compensation of the Directors, (ii) the aggregate compensation of the members of the ECA and (iii) the individual compensation ofthe highest paid member of the ECA (advisory retrospective vote, for the first time in 2020 to cover the 2019 fiscal year)

The first binding votes occurred in early 2019, with Novartis voting as the sole shareholder of Alcon, to cover (i) the maximum aggregate compensation of themembers of the ECA for the remainder of 2019 and the 2020 fiscal year and (ii) the maximum aggregate compensation of the members of the Alcon Board until the2020 Annual General Meeting of shareholders. The first public vote following the spin-off will occur at the 2020 Annual General Meeting of shareholders.

CompensationoftheDirectors

Information on compensation of the Alcon Board is not available for 2018 as the individuals serving as the named directors of Alcon in 2018 did not receiveany compensation in connection with such service. However, the expected compensation philosophy and benchmarking for the non-employee Directors for theperiod from the date of the spin-off to the 2020 Annual General Meeting of shareholders are disclosed below. Mr. Endicott will only be compensated for his role asChief Executive Officer of Alcon, and will not receive any compensation for his service as a Director.

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Philosophy and Benchmarking

In line with market practice in Switzerland, Novartis, as the sole shareholder of Alcon, has determined to set compensation for non-employee Directors at alevel that allows for the attraction of high-caliber talent with global experience. Non-employee Directors will not receive variable compensation, underscoring theirfocus on corporate strategy, supervision and governance.

The currently expected levels of compensation for the Chairman of the Alcon Board and the other non-employee Directors are in line with relevant benchmarkcompanies, which include other Swiss-based multinational companies of comparable size, specifically: ABB, Richemont, LafargeHolcim, Schindler, Givaudan,Sika, Lonza, SGS, Kühne & Nagel, Geberit, Adecco, Sonova, Barry Callebaut, OC Oerlikon and DKSH.

The future Alcon Board will review the compensation of the non-employee Directors, including the Chairman of the Alcon Board, each year based on aproposal by the Compensation, Governance and Nomination Committee of the Alcon Board and on advice from its independent advisor, including relevantbenchmarking information, prior to proposing such compensation for binding shareholder approval.

2019 Chairman and Other Director Annual Fee Rates

The expected annual fee rates for the Chairman of the Alcon Board and the other non-employee Directors that will come into effect on the date of the spin-offare set out in the table below:

In addition, the 8 independent members, excluding the Chairman Designate, will receive a one-off fee of CHF 10,000 (USD 10,224, converted into USD at arate of CHF 1.00 = USD 1.0224) for services to prepare for the spin-off. All board fees are denominated in Swiss francs (CHF) as Alcon is incorporated inSwitzerland.

Other Policies Applicable to 2019 Chairman and Other Director Compensation

• Up to 50% of compensation will be delivered to the non-employee Directors in cash, paid on a quarterly basis in arrears.

• At least 50% of compensation will be granted in Alcon shares in two installments: one on or around the date that is six months after the date of thespin-off and the other on or around the date of the 2020 Annual General Meeting of shareholders (with the level adjusted to reflect any

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BoardFees AmountinCHF AmountinUSD(1) Chairman of the Alcon Board fee 950,000 971,280 Board retainer fee 200,000 204,480 Vice Chair fee* 40,000 40,896 Chair of Audit and Risk Committee fee* 70,000 71,568 Members of Audit and Risk Committee fee* 35,000 35,784 Chairs of - Compensation, Governance and Nomination Committee* 50,000 51,120 - Innovation Committee* Members of - Compensation, Governance and Nomination Committee* 25,000 25,560 - Innovation Committee*

* fees payable in addition to the board retainer fee

(1) Converted into USD at a rate of CHF 1.00 = USD 1.0224.

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period that is less than a full 12 months). The shares will be delivered at their market value on the day the shares are granted. Non-employeeDirectors may choose to receive more than 50% of their compensation in Alcon shares instead of cash.

• Non-employee Directors will bear the full cost of mandatory employee social security contributions, if any, and do not receive performance-basedcompensation, share options, pension or other employee benefits.

Compensationofthe2018AlconSpecifiedManagementandtheFutureMembersoftheECA

2018 Compensation of the 2018 Alcon Specified Management

Alcon is currently part of the Novartis Group and does not have its own compensation committee. Therefore, decisions about the compensation of the 2018Alcon Specified Management to date have been made by Novartis (e.g., the Novartis Board and other members of Novartis senior management) pursuant toapplicable delegations. Accordingly, the following discloses the 2018 compensation of the members of the 2018 Alcon Specified Management, as determined byNovartis. For more information about the risk management principles employed by Novartis in determining the 2018 compensation of the members of the NovartisExecutive Committee, see the section entitled "Risk management principles" on page 170 of the Novartis 2018 Annual Report attached as part of Exhibit 15.8 tothis Form 20-F, which section is deemed incorporated by reference herein. These principles have been adapted where required to ensure relevance to the 2018Alcon Specified Management, however, the number and nature of topics covered under the principles remain the same.

Following the spin-off, as an independent public company, the compensation of the members of the ECA will be determined by the Alcon Board. Therefore,the future compensation practices of Alcon may be different than the historical practices of the Novartis Group, as described below.

FixedCompensationandBenefits. In 2018, each member of the 2018 Alcon Specified Management received an annual base salary, as well as pensionbenefits, on the same terms as other Novartis employees, determined according to local market practice.

AnnualIncentiveAward. Each member of the 2018 Alcon Specified Management was eligible in 2018 to earn an annual incentive award, with a targetvalue equal to a percentage of base salary and a payout, based on achievement against individual and business performance criteria, of 0-200% of target. After theannual incentive payout is determined, a specified percentage, which varies by position, is required to be deferred for three years in the form of Novartis restrictedshares or restricted share units ("RSUs").

For more information on the deferred portion of the 2018 annual incentives, please see the sections entitled "—Payout vehicle" and "—Dividend rights, votingrights and settlement" on page 145 of the Novartis 2018 Annual Report attached as part of Exhibit 15.8 to this Form 20-F, which sections are deemed incorporatedby reference herein.

Long-TermIncentiveAwards. In 2018, each member of the 2018 Alcon Specified Management received a grant of Novartis performance share units("PSUs") under each of the Novartis Long-Term Performance Plan ("LTPP") and Long-Term Relative Performance Plan ("LTRPP"). Under each of the LTPP andthe LTRPP, PSUs vest after three years, with a payout of 0-200% of target, based on performance against the applicable targets.

For more information on the LTPP, including the performance metrics, see the sections entitled "Long-Term Incentive plans—2016 - 2018 cycle" and "LTPPperformance outcomes" on pages 147 and 148, respectively, of the Novartis 2018 Annual Report attached as part of Exhibit 15.8 to this Form 20-F, which sectionsare deemed incorporated by reference herein. Although the actual targets change from year to year, the structure, including the performance metrics, of the2016 - 2018 and 2018 - 2020 performance cycles of the LTPP remains the same.

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For more information on the LTRPP, including the performance metrics, see the sections entitled "Long-Term Incentive plans—2016 - 2018 cycle" and"LTRPP performance outcomes" on pages 147 and 149, respectively, of the Novartis 2018 Annual Report attached as part of Exhibit 15.8 to this Form 20-F, whichsections are deemed incorporated by reference herein. Although the peer group and payout matrix may change from year to year, the structure, including theperformance metric of relative total shareholder return compared to companies in the Novartis global healthcare peer group, for the 2016 - 2018 and 2018 - 2020performance cycles of the LTRPP, remains the same. For more information about the Novartis global healthcare peer group of the 2018 - 2020 performance cycle,please see the section entitled "Global Healthcare Peer Group", which is deemed incorporated by reference herein from page 140 of the Novartis 2018 AnnualReport attached as part of Exhibit 15.8 to this Form 20-F.

2018CompensationatGrantValuefortheMembersofthe2018AlconSpecifiedManagement. The table below discloses the total compensation paid orgranted by Novartis in 2018 (1) individually for F. Michael Ball as Chief Executive Officer of the Alcon Division from January 1, 2018 through June 30, 2018 andas Chairman Designate for the remainder of 2018, (2) individually for David Endicott from July 1, 2018 through December 31, 2018 and (3) in the aggregate for allother members of the 2018 Alcon Specified Management. The compensation paid or granted to David Endicott for his services as Chief Operating Officer fromJanuary 1, 2018 through June 30, 2018 is included in the aggregate for all other members of the 2018 Alcon Specified Management.

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FixedCompensationand

Benefits VariableCompensation

Long-TermIncentive2018-2020

CycleGrantsatTarget

Other2018Compensation

ActualCompensationPaidorGrantedFor2018

LTPP2018-2020(targetvalueatgrantdate)

(6)

LTRPP2018-2020(targetvalueatgrantdate)

(6)

Other2018Compensation

(equity,targetvalueatgrant)(7)

(1)

2018AnnualBaseSalary

(cashamount)

2018PensionBenefits(cash

amount)

2018AnnualIncentive(cash

amount)

2018AnnualIncentive(equity,value

atgrant)(5)

Other2018Compensation(amount)(8)

TotalCompensation

PaidorGranted2018

F. MichaelBall (2) 555,397 126,594 333,238 333,231 888,640 388,845 0 2,970,642 5,596,587

DavidEndicott (3) 410,748 97,196 307,332 229,632 569,701 113,975 1,512,276 39,490 3,280,350

Other 5Members(aggregated)(4) 2,585,945 644,178 1,566,920 768,007 2,231,147 563,274 5,774,257 1,306,945 15,440,673

Total 3,552,090 867,968 2,207,490 1,330,870 3,689,488 1,066,094 7,286,533 4,317,077 24,317,610

(1) All amounts included in this table are disclosed in USD and are before deduction of the social security contributions and income tax due by the member of the 2018 Alcon SpecifiedManagement.

(2) On June 30, 2018 F. Michael Ball stepped down from the position of Chief Executive Officer of the Alcon Division and from July 1, 2018 took the position of Chairman Designate.He did not receive any compensation as Chairman Designate from July 1, 2018 through December 31, 2018. In this period, his compensation as former Chief Executive Officer waspaid under the terms of his employment contract with a 12-month notice period, and under the terms of his retirement agreement with Novartis. The relevant compensation isincluded in "other compensation".

(3) David Endicott was promoted to Chief Executive Officer of the Alcon Division with effect from July 1, 2018. His compensation for the period as Chief Executive Officer of theAlcon Division is disclosed pro rata. His compensation as Chief Operating Officer of the Alcon Division for the period from January 1, 2018 through June 30, 2018, is included inthe total of the other members of the 2018 Alcon Specified Management.

(4) Includes 5 members of the 2018 Alcon Specified Management, one from October 1, 2018 pro rata. In addition, the compensation earned by David Endicott as Chief OperatingOfficer from January 1, 2018 through June 30, 2018 is included.

(5) Represents the portion of the annual incentive award that is delivered in equity (converted into USD at a rate of CHF 1.00 = USD 1.0224), with the number of equity awardsdetermined based on the closing share price on the grant date (January 22, 2019) of CHF 88.14 per Novartis share and USD 88.32 per ADR and rounded up to the nearest share.

(6) Represents the underlying share value of the target number of PSUs granted, based on the closing share price on the grant date (January 18, 2018) of CHF 82.90 per Novartis share(converted into USD at a rate of CHF 1.00 = USD 1.0224) and USD 86.41 per ADR.

(7) Represents the total value of other 2018 equity awards (target number of equity units × share price), determined based on applicable grant date value. These consist of time-vestingawards and performance-vesting awards, and were granted to members of Novartis management below its Executive Committee level in order to retain or recognize those individualswho were key to the success of the Alcon Division and Novartis.

(8) Includes all other perquisites and benefits in-kind (e.g., company car, tax and financial planning and insurance benefits) and international assignment benefits (e.g., housing,international health insurance, school fees for children and tax equalization). For F. Michael Ball it includes his compensation paid from July 1, 2018 through to December 31, 2018under the terms of his retirement agreement with Novartis. F. Michael Ball did not receive any additional compensation as Chairman Designate.

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2019 Compensation for the Future Members of the ECA

The expected 2019 compensation arrangements for members of the ECA following the spin-off are described below.

Philosophy

Alcon operates in the medical technology (eye care devices) industry and is a company of a different scale and geographic footprint compared to Novartis. It isexpected that after the spin-off, the Alcon Board and its Compensation, Governance and Nomination Committee will define the future compensation system ofAlcon, according to the business strategy and needs of Alcon, and implement such system effective from January 2020. The members of the Compensation,Governance and Nomination Committee of the Alcon Board will, as required by Swiss law, be separately elected by the Alcon shareholders.

At the date of filing of this Form 20-F, Alcon is still part of the Novartis Group, and by the end of 2019, it is expected that Alcon will be fully independentfrom Novartis. This section describes what will happen from a compensation point of view for the transition period through December 2020.

CompensationGovernance

Under Swiss law, the Alcon Board has authority for decisions with regard to compensation and benefits of the Chairman of the Alcon Board, the members ofthe Alcon Board, the Chief Executive Officer and the members of the ECA, subject to approval by Alcon's shareholders of the aggregate amounts of compensationthat can be paid to the members of the Alcon Board and the ECA. In addition the Alcon Board has authority for decisions with regards to any equity plans that maybe adopted by Alcon. The Alcon Board may delegate some of these authorities to the Compensation, Governance and Nomination Committee, to the extentpermitted by Swiss law.

ECACompensationSystemfor2019

AnnualBaseSalary. From the month in which the spin-off occurs, it is expected that base salaries approved for the members of the ECA will apply, takinginto account, where applicable, the increased responsibilities associated with running a standalone, publicly listed company as opposed to a division withinNovartis. These amounts have been approved by the Novartis Board, but may be subject to change by the Alcon Board following the spin-off. They will remainwithin the budget approved by Novartis, as the sole shareholder of Alcon, in line with the Compensation Ordinance.

PensionandBenefits. Following the spin-off, it is expected that the pension and benefits provided to the members of the ECA will continue to be based oncountry practices and regulations. Alcon will operate both defined benefit and defined contribution pension plans. Alcon may provide other benefits, such as acompany car, tax and financial planning advice and insurance benefits, according to local market practice. The future members of the ECA who are required torelocate internationally may also receive additional benefits (including tax equalization), in line with Alcon global mobility policies.

2019AnnualIncentive. Annual financial targets (comprising sales, operating income and free cash flow as a percentage of sales) for Alcon annualincentive awards were set by the Novartis Board in January 2019, and will be evaluated at the end of 2019. The individual objectives of the future members of theECA were also set in January 2019 in the normal performance management process. There will be no mid-year payout from Novartis at the date of the spin-off.

As of the date of the spin-off, the ECA members' annual incentive targets will be increased to reflect the promotion of such individuals to the ExecutiveCommittee level of a standalone, publicly listed company. This is consistent with the treatment of any employee who is promoted mid-year. The Alcon Board willapprove these new target percentages, which will be applicable pro-rata for the remainder of 2019, following the spin-off.

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At the end of 2019, the Alcon Board will assess the performance of Alcon and the individual performance of the ECA members and will determine payoutsaccordingly.

Payouts for the 2019 fiscal year will be governed by plan rules that mirror the Novartis plan rules, with a minimum portion being delivered in Alcon equity ona mandatory basis which is blocked for three years, subject to leaver provisions. The mandatory grant of Alcon equity for the 2019 fiscal year will be made inAlcon restricted shares or RSUs in January 2020.

Long-TermPerformancePlanforthe2019-2021Cycle. The ECA members have been granted PSUs under the LTPP plan of Novartis in January 2019, forthe performance cycle 2019 - 2021. Novartis amalgamated its former LTPP and LTRPP plans into one Long-Term Performance Plan LTPP, applicable as from2019 grants.

This cycle 2019 - 2021, along with the other two ongoing cycles of Long-Term Incentives (performance cycles 2017 - 2019 and 2018 - 2020 of both LTPP andLTRPP), will vest on their respective normal vesting date, subject to Novartis performance. At the date of the spin-off, the grants will be reduced on a pro-rata basisfor time employed in the Novartis Group across the 36 months between grant and vest. The remainder will be forfeited and will be treated under the Alcon equityrestoration plan as described below.

AlconEquityRestorationPlan. When the spin-off occurs, Novartis equity awards, including RSUs and PSUs, held by Alcon employees will be devaluedbecause they (1) do not participate in the distribution and (2) in the case of certain awards, will be subject to "good leaver" provisions that will result in the pro-ration of the award. Therefore, to compensate for this lost value, Alcon will grant the following Alcon equity awards to Alcon employees, including the members ofthe ECA:

• "Keep Whole Awards", which will have a value equivalent to the value of the dividend in-kind resulting from the spin-off that each award wouldhave received if it was a Novartis share

• "Refill Awards", which will have a value equal to the portion of the Novartis award forfeited, if any, as a result of the pro-ration at the time of thespin-off

Keep Whole Awards and Refill Awards will be granted in the same equity instrument (i.e., PSUs or RSUs) and will have the same vesting terms as theunderlying award, to the extent possible, except that any performance criteria will be set by the Alcon Board following the spin-off.

The Keep Whole Awards and Refill Awards are intended to ensure that Alcon employees are not disadvantaged by the spin-off relative to Novartisshareholders. These awards do not represent an increase in compensation.

6.C.BOARDPRACTICES

General

In connection with the separation and the spin-off, we intend to appoint a majority independent Board of Directors.

CompositionoftheAlconBoard

Our leadership structure will begin with a non-executive Chairman of the Alcon Board and separate Chief Executive Officer. Directors, including theChairman of the Alcon Board, will be elected annually and individually as a matter of law by the shareholders at each Annual General Meeting of shareholders.Directors whose term of office has expired will be immediately eligible for re-election.

All of the Directors described in this "Item 6. Directors, Senior Management and Employees" have been elected by Novartis, as the sole shareholder of Alcon,with effect from the spin-off and will have to stand for re-election at the next succeeding Annual General Meeting of Alcon shareholders.

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CommitteesoftheAlconBoard

The Alcon Board will be responsible for the overall direction and supervision of management, and will hold the ultimate decision-making authority for Alcon,with the exception of decisions reserved for shareholders. The Alcon Board will delegate certain of its responsibilities to the following committees: the Audit andRisk Committee, the Compensation, Governance and Nomination Committee and the Innovation Committee. The committees will enable the Alcon Board to workin an efficient and effective manner, ensuring a thorough review and discussion of issues, while giving the Alcon Board more time for deliberation and decision-making. As required by Swiss law, the members of the Compensation, Governance and Nomination Committee of the Alcon Board will be separately elected bythe Alcon shareholders.

Committees will regularly meet with management and, at times, external consultants to review the business, better understand applicable laws and policiesaffecting Alcon and support the Alcon Board and management in meeting the requirements and expectations of stakeholders and shareholders.

Audit and Risk Committee

The primary responsibilities of this committee will include:

• Supervising external auditors, and selecting and nominating external auditors for election at the Annual General Meeting of shareholders

• Overseeing internal auditors

• Overseeing accounting policies, financial controls, and compliance with accounting and internal control standards

• Approving quarterly financial statements and financial results releases

• Overseeing internal control and compliance processes and procedures

• Overseeing compliance with laws, and external and internal regulations

• Ensuring that Alcon has implemented an appropriate and effective risk management system and process

• Ensuring that all necessary steps are taken to foster a culture of risk-adjusted decision-making without constraining reasonable risk-taking andinnovation

• Approving guidelines and reviewing policies and processes

• Reviewing with management, internal auditors and external auditors the identification, prioritization and management of risks; the accountabilitiesand roles of the functions involved in risk management; the risk portfolio; and the related actions implemented by management

Compensation, Governance and Nomination Committee


• Designing, reviewing and recommending corporate governance principles to the Alcon Board

• Identifying candidates for election as Directors

• Assessing existing Directors and recommending to the Alcon Board whether they should stand for re-election

• Preparing and reviewing the succession plan for the Chief Executive Officer of Alcon

• Developing and reviewing an onboarding program for new Directors, and an ongoing education plan for existing Directors

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• Reviewing on a regular basis our Articles, with a view to reinforcing shareholder rights

• Reviewing on a regular basis the composition and size of the Alcon Board and its committees

• Reviewing annually the independence status of each Director

• Reviewing directorships and agreements of Directors for conflicts of interest, and dealing with conflicts of interest

• Overseeing Alcon strategy and governance on corporate responsibility

• Designing, reviewing and recommending to the Alcon Board compensation policies and programs

• Advising the Alcon Board on the compensation of Directors and the Chief Executive Officer of Alcon

• Deciding on the compensation of ECA members

• Preparing the annual compensation report and submitting it to the Alcon Board for approval

Innovation Committee


• Providing counsel and know-how to the Alcon Board and management in the area of technology, application of technology and new businessmodels

• Assisting the Alcon Board with oversight and evaluation of management's development and implementation of Alcon technology and innovationstrategies and its alignment with Alcon overall strategy and objectives

• Informing the Alcon Board on a periodic basis about emerging scientific trends, research and development programs and opportunities and activitiescritical to the success of the Alcon product development pipeline

• Advising the Alcon Board on scientific, technological and research development matters

• Reviewing and discussing significant emerging science and technology issues and trends

• Reviewing such other matters in relation to Alcon research and development, technology and innovation programs as the committee may, in its owndiscretion, deem desirable in connection with its responsibilities

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6.D.EMPLOYEES

The table below sets forth the breakdown of the total year-end number of our full-time equivalent employees by main category of activity for the past threeyears.

A significant number of our associates are represented by unions or works councils. We have not experienced any material work stoppages in recent years, andwe consider our employee relations to be good.

6.E.SHAREOWNERSHIP

Alcon is required to provide the beneficial share ownership and equity rights of the Directors and the members of the 2018 Alcon Specified Management withrespect to Novartis as of the most recent practicable date, which for purposes of this Form 20-F is December 31, 2018. However, given the anticipated spin-off, inorder to provide the reader with further context that is expected to be relevant to Alcon as a standalone public company following the spin-off, this section alsodescribes:

• How the beneficial share ownership and equity rights of the Directors and the members of the 2018 Alcon Specified Management with respect toAlcon will be determined immediately following the spin-off

• The expected share ownership requirements of the Directors and the ECA members in 2019, immediately following the spin-off

ShareOwnershipoftheDirectorsandMembersofthe2018AlconSpecifiedManagement

The beneficial ownership of Novartis shares or ADRs as well as other equity rights of the Directors and the members of the 2018 Alcon SpecifiedManagement and "persons closely linked" to them as of December 31, 2018 are disclosed in the table below. "Persons closely linked" to an individual are (i) his orher spouse, (ii) his or her children below age 18, (iii) any legal entities that he or she owns or otherwise controls and (iv) any legal or natural person who is actingas his or her fiduciary. The disclosure is on an individual basis for each of the Directors and on an aggregated basis

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Fortheyearended

December31, 2018 2017 2016 (full-timeequivalents)(1) Marketing & Sales 7,162 6,595 6,446 Production & Supply 10,655 10,218 9,826 Research & Development 1,431 1,356 1,469 General & Administration 1,133 961 906 Total 20,381 19,130 18,647

(1) Alcon has historically received certain services from NBS, the shared service organization of Novartis Group. The correspondingfull time equivalents providing such services are part of NBS and have therefore not been included in the table above.

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for all members of the 2018 Alcon Specified Management (other than F. Michael Ball and David Endicott, who are both Directors).

Directors

2018AlconSpecifiedManagement(3)

Novartis Share Ownership and Equity Rights as of December 31, 2018

As of December 31, 2018, none of the future Directors or members of the 2018 Alcon Specified Management, either individually or together with "personsclosely linked" to them, owned 1% or more of the outstanding Novartis shares or ADRs. As of the same date, no members of the 2018 Alcon SpecifiedManagement held any share options to purchase Novartis shares.

Alcon Share Ownership and Equity Rights Following the Spin-off

As of the date of this Form 20-F, no Director or member of the 2018 Alcon Specified Management (or member of the ECA) holds any Alcon shares or Alconequity rights. To the extent a Director or member of the 2018 Alcon Specified Management (or member of the ECA) is a holder of Novartis shares (restricted orfreely disposable), he or she, along with other holders of Novartis shares, will receive the distribution of Alcon shares in respect of his or her Novartis shares.

Following the spin-off, the members of the 2018 Alcon Specified Management who are then employees of Alcon, as well as members of the ECA, will receiveequity through the Alcon equity

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Individual(1) VestedsharesandADRs

Unvestedunits(2)

F. Michael Ball, Chairman 0 165,810Lynn Bleil 0 0Arthur Cummings 665 0David Endicott 0 68,680Thomas Glanzmann 1,320 0D. Keith Grossman 0 0Scott Maw 0 0Karen May 0 0Ines Pöschel 110 0Dieter Spälti 0 0

Total 2,095 234,490

Individual(1) VestedsharesandADRs

Unvestedunits(2)

Aggregate of the 5 other members of the 2018 Alcon Specified Management 24,979 176,721

(1) Each individual beneficially owns less than 1% of the total outstanding Novartis shares and ADRs.

(2) Performance-based awards are valued at target.

(3) Excludes F. Michael Ball and David Endicott, whose beneficial ownership levels are included under "Directors" above.

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restoration plan, consistent with other Alcon employees, as described in "—Alcon Equity Restoration Plan" above.

Since F. Michael Ball will not become an employee of Alcon following the spin-off, he will have no rights under the Alcon equity restoration plan. He willinstead be compensated in Novartis equity awards for the devaluation of his equity awards due to the spin-off.

Provided that the conditions precedent to the spin-off are either satisfied or waived by Novartis, the Directors and members of the 2018 Alcon SpecifiedManagement will receive 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs they hold as of the close of business on April 8, 2019, the Cum Date forthe spin-off.

Shareholding Requirement Following the Spin-off

The Chairman of the Alcon Board and the other non-employee Directors will be required to own Alcon shares with a value equal to one year's retainer feewithin four years of joining the Alcon Board to ensure their interests are aligned to those of shareholders. Any share-based compensation that is received by non-employee Directors will be expected to be retained until the shareholding requirement is met. Non-employee Directors will be prohibited from hedging or pledgingtheir ownership positions in Alcon shares that are part of their share ownership requirement and will be required to hold these shares for 12 months after retiringfrom the Alcon Board.

The members of the ECA following the spin-off will be required to own Alcon shares with a value equal to a multiple of their annual base salary in Alconshares or RSUs within five years of appointment or promotion to the ECA, as set out in the table below. The members of the ECA will be prohibited from hedgingor pledging their ownership positions in Alcon shares that are part of their share ownership requirement.

The determination of equity amounts against the share ownership requirements will be defined to include vested and unvested Alcon shares, as well as RSUsacquired under Alcon equity plans. However, unvested PSUs will be excluded. The determination will also include equity owned by "persons closely linked" to themember of the ECA.

ITEM7.MAJORSHAREHOLDERSANDRELATEDPARTYTRANSACTIONS

7.A.MAJORSHAREHOLDERS

The information below describes the beneficial ownership of our shares prior to and immediately after completion of the spin-off by each person or entity thatwe know beneficially owns or immediately following the spin-off will (based on the assumptions described below), beneficially own 2% or more of our shares andvoting rights, respectively.

We based the share amounts on such person's ownership of Novartis shares on January 31, 2019 according to ownership disclosure notifications received byNovartis, giving effect to a distribution ratio of 1 Alcon share for every 5 Novartis shares or 5 Novartis ADRs. Any derivative holdings other than ADRs reportedto Novartis have been disregarded as they will not entitle their respective holders to receive Alcon shares in the spin-off. Immediately following the spin-off, weestimate that approximately 488,700,000 Alcon shares will be issued and outstanding based on the number of issued shares of Novartis (excluding treasury sharesheld by Novartis and its subsidiaries) as of December 31, 2018, an estimated number of Novartis shares delivered under equity participation plans and sharebuybacks between December 31, 2018 and the completion of the spin-off, and the application of the distribution

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FunctionintheECAFollowingtheSpin-off OwnershipLevelChief Executive Officer of Alcon 5 × annual base salaryOther Members 3 × annual base salary

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ratio. The actual number of our shares that Novartis will distribute in the spin-off will depend on the actual number of issued shares of Novartis, excluding treasuryshares held by Novartis and its subsidiaries, on the Cum Date.

To the extent our directors, officers and employees own Novartis shares or ADRs as of the close of business on the Cum Date, they will participate in the spin-off on the same terms as other holders of Novartis shares.

Except as otherwise noted, each person or entity identified below (including nominees) has sole voting and investment or dispositive power with respect to thesecurities they hold. Alcon major shareholders do not have different voting rights from other shareholders.

Prior to the spin-off, 100% of our issued share capital is owned by Novartis.

Immediately following the spin-off, based on the aforementioned estimate of approximately 488,700,000 Alcon shares issued and outstanding immediatelyfollowing the spin-off, we expect the following shareholders (other than nominees) to hold 3% or more of our total voting rights:

Immediately following the spin-off, we expect the following additional registered shareholders (including nominees) to hold more than 2% (but in the case ofshareholders other than nominees, less than 3%) of our total share capital with the right to vote these shares:

• Shareholders: Novartis Foundation for Employee Participation (1) , with its registered office in Basel, Switzerland, holding 2.4%; and UBS FundManagement (Switzerland) AG, with its registered office in Basel, Switzerland, holding 2.2%; and

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Sharesexpectedtobe

held %of

votingrights Basedon

filingsasof(1)

Emasan AG, Basel, Switzerland (2) 18,130,402 3.7 November 30, 2011BlackRock, Inc., New York, NY 17,482,089 3.6 September 5, 2017The Capital Group Companies, Inc., Los Angeles, CA (3) 15,297,453 3.1 June 13, 2018

(1) The shareholding information in this table is based on the share ownership details disclosed by each specified shareholder in filingsreceived by Novartis and published with the SIX on the applicable date listed in the table.

(2) Pursuant to the disclosure notification dated November 30, 2011 received by Novartis, Emasan AG is 100% owned by Sandoz-Fondation de Famille, Vaduz, Liechtenstein. The beneficiary owners of the stake held through Emasan AG are the members of theConseil de Famille of the Sandoz-Fondation de Famille, which is composed of the following persons: Pierre Landolt, Brazil;François Landolt, Pully, Switzerland; Jean Léonard de Meuron, Geneva, Switzerland; and Christian Landolt, Great Britain.

(3) Pursuant to the disclosure notification dated June 13, 2018 received by Novartis, the direct holders of the Novartis shares andADRs are Capital Research and Management Company, Los Angeles, CA, 90071, USA; Capital Guardian Trust Company,Los Angeles, CA, 90071, USA; and Capital International Limited, London, SW1X 7GG, United Kingdom.

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• Nominees: Chase Nominees Ltd., London, England, holding 10.5%; The Bank of New York Mellon, New York, NY, holding 4.2% through itsnominees, The Bank of New York Mellon, Everett, MA, holding 2.1%, The Bank of New York Mellon, Brussels, Belgium, holding 0.8% and TheBank of New York Mellon, New York, NY, holding 1.3%; and Nortrust Nominees, London, England, holding 3.8%.

(1) The Novartis Foundation for Employee Participation (the "Employee Foundation") is a special purpose entity that was founded by, but is independent from,Novartis. The Employee Foundation and certain similar special purpose entities founded by, but independent from, Novartis will hold Alcon sharesimmediately following the spin-off due to their ownership of Novartis shares. Novartis does not hold a majority participation in any of these special purposeentities.

According to a disclosure filed with Novartis, but not registered in the Novartis share register as of December 31, 2018, Norges Bank (Central Bank ofNorway), Oslo, Norway, is expected to hold 2.2% of our share capital. The above disclosure relating to registered shareholders who are expected to hold more than2%, but less than 3%, of our total share capital following the completion of the spin-off is included on the basis of the Novartis practice of disclosing allshareholders who are entitled to vote more than 2% of the registered share capital of Novartis. Following the completion of the spin-off, Alcon plans to includedisclosure of its major shareholders as required by applicable law and the rules and regulations of the NYSE.

As of January 31, 2019, based on the Novartis share register and excluding treasury shares, approximately 18% of our outstanding shares are expected to beheld of record by residents of the United States immediately following the spin-off.

7.B.RELATEDPARTYTRANSACTIONS

AgreementsBetweenNovartisandUs

Following the separation and the spin-off, we and Novartis will operate separately, each as an independent public company. Prior to the completion of thespin-off, we intend to enter into a Separation and Distribution Agreement and several other agreements with Novartis to effect the separation and provide aframework for our relationship with Novartis after the spin-off. These agreements will govern the relationships between Novartis and us subsequent to thecompletion of the spin-off and will provide for the separation of the assets, employees, liabilities and obligations (including investments, property and employeebenefits and tax liabilities) of Novartis and its subsidiaries that constitute the Alcon Business and are attributable to periods prior to, at and after the separation. Inaddition to the Separation and Distribution Agreement (which contains many of the key provisions related to our separation from Novartis and the distribution ofthe Alcon shares to holders of Novartis shares and ADRs), these agreements include:

• a tax matters agreement;

• an employee matters agreement;

• manufacturing and supply agreements;

• a transitional services agreement; and

• certain IP arrangements.

The material agreements described below have been filed as exhibits to this Form 20-F and the summaries below set forth the terms of the agreements that webelieve are material. These summaries are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by referenceinto this Form 20-F.

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The terms of the agreements described below that will be in effect following the spin-off have not yet been finalized. Changes to these agreements, some ofwhich may be material, may be made prior to the spin-off.

In addition, we intend to enter into other agreements with Novartis prior to the completion of the spin-off that are not material to our business. Theseagreements include agreements relating to information sharing and access rights, data transfer, confidentiality and systems access, transfer of marketingauthorizations, certain manufacturing quality control and pharmacovigilance matters, certain leases to Novartis and certain transitional distribution and otherservices matters, including shared premises services, as well as a third party claims and investigations management agreement. Certain terms of the third partyclaims and investigations management agreement are also summarized below.

Separation and Distribution Agreement

We intend to enter into a Separation and Distribution Agreement with Novartis prior to completion of the spin-off. The Separation and Distribution Agreementwill set forth our agreements with Novartis regarding the principal actions to be taken in connection with the separation and the spin-off.

TransferofAssetsandAssumptionofLiabilities. The Separation and Distribution Agreement will identify the assets to be transferred, liabilities to beassumed and contracts to be assigned to each of Novartis and Alcon as part of the internal transactions to be effected prior to the distribution (the "InternalTransactions"), the purpose of which is to ensure that, as at the time of the distribution, each of Alcon and Novartis holds the assets which it requires to operate, inthe case of Alcon, the Alcon Business and, in the case of Novartis, the businesses retained by Novartis, and retains or assumes (as applicable) liabilities, includingpending and future claims, which relate to such business (whether arising prior to, at or after the date of execution of the Separation and Distribution Agreement),subject to certain limited exceptions set out under the heading "Asia/Russia Investigation" below.

The Separation and Distribution Agreement will provide for when and how such transfers, assumptions and assignments will occur (to the extent that suchtransfers, assumptions and assignments have not already occurred prior to the parties' entry into the Separation and Distribution Agreement). The Separation andDistribution Agreement will further set forth the basis on which:

• individual assets (or any part thereof), the transfer of which is subject to a third party consent which has not been obtained by the date on whichimplementation of the separation occurs in the relevant jurisdiction; and

• the Alcon Business in Brazil, if the transfer thereof cannot, for regulatory reasons, occur by the date on which the rest of the separation is expectedto be completed,

will continue to be held by the relevant transferor for the account, risk and economic benefit of, and at the cost of, the relevant transferee.

Conditions. The Separation and Distribution Agreement will also provide that several conditions must be satisfied, or waived by Novartis, before the spin-off can occur. For further information about these conditions, see "Item 4. Information on the Company—4.A. History and Development of the Company—TheSpin-off—Conditions to the Spin-off".

TheDistribution. The Separation and Distribution Agreement will govern the rights and obligations of the parties with respect to the distribution andcertain actions that must occur prior to the distribution. Novartis will have sole and absolute discretion to determine whether, when and on what basis to proceedwith all or part of the distribution.

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IntercompanyArrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accountsreceivable, between us, on the one hand, and Novartis, on the other hand, will terminate effective as of completion of the separation, except specified agreementsand arrangements that are intended to survive completion of the separation that are either transactional in nature or at arms' length terms.

RepresentationsandWarranties. We and Novartis will each provide customary warranties as to our respective capacity to enter into the Separation andDistribution Agreement. Except as expressly set forth in the Separation and Distribution Agreement or any ancillary agreement, neither we nor Novartis will makeany representation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, or as to the legal sufficiency of anyassignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. Except as expresslyset forth in the Separation and Distribution Agreement and certain other ancillary agreements, all assets will be transferred on an "as is", "where is" basis.

Indemnification. We and Novartis will each agree to indemnify the other and each of the other's directors, officers, managers, members, agents andemployees against certain liabilities incurred in connection with the spin-off and our and Novartis respective businesses. The amount of either Novartis or ourindemnification obligations will be reduced by any insurance proceeds the party being indemnified receives.

Asia/RussiaInvestigation. Novartis will indemnify Alcon in respect of defined direct monetary liabilities relating to the current scope of the ongoinginvestigation by the DoJ and the SEC relating to certain business practices in Asia and Russia and related accounting treatment. See the section entitled "AsiaInvestigation" in the Separation and Distribution Agreement attached as Exhibit 4.1 to this Form 20-F.

ReleaseofClaims. We and Novartis will each agree to release the other and its affiliates, successors and assigns, and all persons that prior to completion ofthe spin-off have been the other's shareholders, directors, officers, managers, members, agents or employees, and their respective heirs, executors, administrators,successors and assigns, from any claims against any of them that arise out of or relate to our respective businesses. These releases will be subject to limitedexceptions set forth in the Separation and Distribution Agreement (including in respect of fraud and criminal conduct).

Term/Termination. Prior to the distribution, Novartis will have the unilateral right to terminate or to modify the terms of the Separation and DistributionAgreement. Neither we nor Novartis may rescind the Separation and Distribution Agreement in any circumstances whatsoever following the completion of thedistribution.

SwitchRights. Novartis will grant us the right, from the date of separation, to switch certain specified olapatadine products from prescription products toover-the-counter products and to develop, manufacture and commercialize such products as over-the-counter products going forward. This right is exercisable onnotice and, for jurisdictions outside U.S., subject to Novartis consent.

BrazilandBelgianSites. Novartis and we each grant each other a right of last look in respect of any third party disposal of our portion of the Puurs site andNovartis grants us a right of last look in respect of any third party disposal by Novartis of its portion of the Brazilian manufacturing facility.

OthermattersgovernedbytheSeparationandDistributionAgreement. Other matters governed by the Separation and Distribution Agreement include,without limitation, insurance arrangements, confidentiality, mutual assistance and information sharing after completion of the distribution, treatment andreplacement of credit support, and transfer of and post-separation access to certain books and records.

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Tax Matters Agreement

We intend to enter into a Tax Matters Agreement with Novartis prior to completion of the spin-off. The Tax Matters Agreement will impose certainrestrictions on us (including restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-neutralnature of the spin-off for Swiss tax and U.S. federal income tax purposes. Nonetheless, we will be able to engage in an otherwise restricted action if we obtainappropriate advice from counsel or a ruling from a competent taxing authority. However, our indemnification obligation to Novartis, as discussed below, is stillapplicable in circumstances in which we are permitted to engage in an otherwise restricted action.

The Tax Matters Agreement will provide that we will indemnify Novartis if our breach of a representation or covenant that serves as the basis for the TaxOpinion or the Tax Rulings or our taking, or failure to take, certain actions results in the failure of the spin-off or certain internal restructuring steps to qualify fortax-neutral treatment under Swiss tax or U.S. federal income tax laws, as applicable. The Tax Matters Agreement will also provide that we will generally indemnifyNovartis for any taxes of Novartis and its subsidiaries to the extent such taxes are attributable to the Alcon Business, and Novartis will generally indemnify us forany of our or our subsidiaries' taxes to the extent such taxes are attributable to the Novartis retained businesses, in each case whether accruing before, on or after thedate of the spin-off.

Employee Matters Agreement

We intend to enter into an Employee Matters Agreement with Novartis prior to completion of the spin-off. The Employee Matters Agreement will set forth ouragreements with Novartis regarding the identification of the employees to be transferred to and retained by each of Novartis and Alcon as part of the operationalseparation prior to the spin-off, as well as the allocation of liabilities and responsibilities with respect to certain employee matters.

Allocationofemploymentliabilities. Subject to certain exceptions, the general principle for the allocation of employment and service-related liabilities willbe that (i) Alcon will assume all such liabilities relating to Alcon employees and former employees of the Novartis Group who worked wholly or substantially inthe Alcon business as of the date immediately prior to the termination of their employment ("former Alcon employees") and (ii) Novartis will retain all suchliabilities relating to all other current and former employees of the Novartis Group (including employees who are identified as Alcon employees, but do not in facttransfer to Alcon), in each case, regardless of when such liabilities arise.

TermsandconditionsofAlconemployees. Until January 1, 2021, Alcon will provide each current Alcon employee with the same basic salary andcontractual benefits that are substantially comparable, taken as a whole, to the contractual benefits received prior to the date of his or her transfer to Alcon(excluding share-based incentive schemes and long-term incentive plans). If the employment of any Alcon employee is terminated by reason of redundancy within24 months following the date of his or her transfer, Alcon will provide severance benefits that are no less favorable than those that would have been provided priorto the date of his or her transfer.

Employeebenefitandcashbonusplans. Alcon employees will generally, as of the date of the spin-off, be eligible to participate in Alcon employee benefitplans and cash bonus plans that are the same as, or comparable to, those that apply to them prior to the date of the spin-off.

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Share-basedincentiveschemes. Awards granted under share-based incentive schemes will be treated as follows:

• Holders of unvested awards in the form of restricted Novartis shares will receive the dividend in-kind resulting from the spin-off.

• Holders of unvested RSUs and PSUs will not receive the dividend in-kind resulting from the spin-off, and such awards will be treated as describedin the section entitled "Alcon Equity Restoration Plan".

In addition, Alcon will establish, and employees will be eligible to participate in, new Alcon equity plans in relation to Alcon shares following the spin-off.

Restrictionsonpost-spin-offemployeeemploymentandengagement.

• Subject to certain exceptions, Novartis will not, and will undertake to procure that each member of the Novartis Group will not, for a period of twoyears following the spin-off, directly or indirectly: (i) solicit or induce certain senior Alcon employees to become employed or engaged by anymember of the Novartis Group; or (ii) knowingly induce or encourage such employees to no longer be employed or engaged by Alcon.

• Subject to certain exceptions, Novartis will not, and will undertake to procure that each member of the Novartis Group will not, for a period of twoyears following the spin-off, employ or engage certain senior Alcon employees.

Long-termemployeebenefits. As of the date of the spin-off, Alcon will generally assume sponsorship of and responsibility for any standalone long-termemployee benefit arrangements relating to Alcon employees and former Alcon employees. Further, subject to certain exceptions, the accrued (past service)liabilities relating to the Alcon employees and former Alcon employees under Novartis Group-wide plans providing retirement, disability or death, old-age part-time retirements or jubilee benefits, will transfer to Alcon. In the UK, Novartis will pay to Alcon a sum equal to the liabilities and expenses incurred, sustained orpaid by Alcon, after the date of the spin-off, arising pursuant to section 75 of the UK Pensions Act 1995 in respect of Alcon or of any Alcon subsidiary's cessationof participation in the Novartis UK Pension Scheme.

Manufacturing and Supply Agreements

We intend to enter into manufacturing and supply agreements with Novartis prior to the completion of the spin-off. The manufacturing and supply agreementswill set forth our agreements with Novartis pursuant to which we and Novartis will each manufacture, label, package and supply products for the other and conductrelevant quality control, assurance and testing activities for the other in relation to the manufacture and supply of applicable products (the "Forward and ReverseMSAs"). The terms of the manufacturing and supply agreements, including terms relating to pricing, will be determined at arm's length and will be based on theprevailing cost of manufacturing with mutually agreed mark-ups and adjustment mechanisms.

The terms of the Forward and Reverse MSAs are equivalent, except where specific provision is required to address a manufacturing site or product specificissue. The Forward and Reverse MSAs each include a transfer plan specifically addressing the relocation and transfer of certain products between the parties andmanufacturing sites, key milestones in relation to product technical transfer and the anticipated date of expiration of the relevant Forward and Reverse MSA forthose products, as required to achieve separation of the relevant Novartis and Alcon businesses following the distribution. The Forward and Reverse MSAsadditionally contain customary provisions for the transfer of manufacturing technology and processes to the other party (or other manufacturers where applicable)for all products for the benefit of the relevant purchasing party. For products not included in the

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transfer plan the Forward and Reverse MSAs have an initial term of three years, with automatic renewal subject to rights of termination on three years' notice fromthe relevant purchaser party and five years' notice from the relevant supplier party. The Forward and Reverse MSAs contain customary fault based terminationtriggers (such as an insolvency related event or a material breach (which if curable is uncured)) and customary liability provisions.

The Forward and Reverse MSAs also contain certain capacity reservation and minimum volume off-take obligations on each party that reflect the movementof products in the transfer plan and the agreed use of existing capacities at the related sites. Failure to meet volume forecasts and minimum off-take obligations willresult in price adjustment and take or pay obligations in respect of certain products.

The manufacturing and supply obligations will generally be performed under the Forward and Reverse MSAs on the basis of total product cost plus a marginwith certain adjustments where volume, inflation and materials cost criteria are met. Certain products are to be supplied from Novartis to Alcon through tollmanufacturing.

Transitional Services Agreement

Prior to completion of the spin-off we intend to separate certain shared business functions with the objective of ensuring that we are operationally independentfrom Novartis for certain business functions from the date of the spin-off.

We also intend to enter into a Transitional Services Agreement with Novartis prior to completion of the spin-off pursuant to which we and Novartis will, to theextent that shared business functions have not been separated prior to the spin-off, each provide to the other various services and support on an interim transitionalbasis until such time as we (or Novartis in the case of services we will provide to Novartis) have developed the capability to provide the relevant services andsupport ourselves or have appointed a third party provider to provide those services and support.

The Transitional Services Agreement will set forth the agreement with Novartis regarding the provision of these transitional services and support. TheTransitional Services Agreement will be two-way and reciprocal. Services and support will be provided on substantially the same basis as prior to the spin-off. Thecharges for the services will be on a costs-plus basis (with a mark-up to reflect the management and administrative cost of providing the services). The services willgenerally commence on the date of the spin-off and are intended to terminate within 24 months of the date of the spin-off. The recipient of the services willgenerally have the ability to: (i) extend the term that a service is provided for, subject to a maximum aggregate service term of 24 months; and (ii) terminate aservice early in whole or, with the service provider's agreement, in part, in each case subject to a specified notice period. Each party will have standard terminationrights for unremedied material breach or insolvency.

Subject to standard limitations and exceptions, the liability of each of Alcon and Novartis as service provider under the Transitional Services Agreement shallbe capped, for all claims in each 12 month period of the agreement, at the level of service charges payable to the service provider in that 12 month period.

The services and support to be provided by Novartis to us will include: information technology, human resources, real estate and facilities, non-strategiccorporate services and financial reporting and accounting services. Financial reporting and accounting services may be provided as a bridging solution if we areunable to fill critical roles by the spin-off date. The services to be provided by us to Novartis will include information technology and real estate and facilitiessupport.

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IP Arrangements

AssignmentofAlconintellectualpropertyrights. We intend to enter into assignment agreements with Novartis prior to, or with effect from, completion ofthe spin-off, under which:

• Novartis will transfer to us: (i) all intellectual property rights owned by the Novartis Group and used exclusively within the Alcon Business; and(ii) certain intellectual property rights owned by the Novartis Group which are currently used within both the Alcon Business and the otherbusinesses of Novartis including, but not limited to, the Alcon brand; and

• We will transfer to Novartis: (i) all intellectual property rights owned by Alcon and used exclusively within the Novartis businesses; and (ii) certainintellectual property rights owned by the Alcon group which are currently used within both the Alcon Business and the other businesses of Novartis.

Perpetualsharedintellectualpropertyrightslicenseagreements. In connection with any intellectual property rights that are owned by Alcon or Novartisand which are currently or anticipated to be used by both Alcon and Novartis in our respective businesses following the completion of the spin-off, we intend toenter into reciprocal licenses with Novartis under which we and Novartis will each be granted the right to continue to use those shared intellectual property rights inconnection with our respective businesses. The intellectual property rights covered by these licenses will include trade-marks, patents, know-how and other formsof intellectual property rights. The licenses shall be on a perpetual, worldwide, and royalty-free basis. The licenses will contain standard termination rights formaterial breach or insolvency.

Transitionaltrademarklicenseagreements. We have agreed with Novartis that we will each phase out our respective use of a limited number of corporateand product marks which will be owned by the other party following completion of the spin-off. We intend to enter into reciprocal transitional trademark licenseagreements with Novartis under which each party will grant the other a royalty-free, worldwide non-exclusive license to use certain corporate and producttrademarks following the spin-off on substantially the same basis as currently used. Each license will permit the licensee to continue using the licensed trademarksfor a transitional period to provide the licensee with sufficient time to rebrand or phase out its use of the licensed trademarks, subject in most cases to a longstopdate of three years. The licenses will contain standard termination rights for material breach or insolvency.

Trademarkco-existenceagreement. In addition, we intend to enter into a perpetual co-existence agreement with Novartis regulating our respective use ofthe Alcon CIBA VISION and Novartis CIBA brands with the objective of mitigating any potential customer confusion in connection with our respective use ofthose brands and addressing certain related trade mark formalities, including in connection with the registration of new trade mark applications.

Third Party Claims and Investigations Management Agreement

We intend to enter into a Third Party Claims and Investigations Management Agreement ("CMA") with Novartis. The CMA will provide for the managementof third party claims and investigations arising in relation to our and Novartis respective businesses before or after the separation. This will include a general dutyto cooperate in respect of covered matters.

Thirdpartyclaims. The CMA will set out the process for determining which party should have the conduct of claims brought by third parties that mayconstitute either a Novartis liability, an Alcon liability or a combination thereof under the terms of the Separation and Distribution Agreement. In general, a partythat wishes to take conduct of a third party claim must accept that such third party claim is a liability for which it is responsible pursuant to the allocation ofliabilities in the Separation and Distribution Agreement. In respect of a third party claim (or part of a claim) where liability is

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accepted, the CMA will allow the party accepting liability to exercise appropriate control over the management of the claim. The CMA will also set out theprocedure for determining the conduct of, and the parties' rights and obligations in relation to, any third party claim (or part of a claim) for which neither party hasaccepted responsibility. In such circumstances, unless otherwise agreed, conduct of the claim remains with the party against which the claim (or part of the claim)has been brought, subject to certain restrictions on such party's ability to settle or take certain other actions with respect to such claim without the other party's prioragreement. To the extent feasible, we and Novartis intend to agree in advance which party shall bear liability for, and shall have control of, any pending orthreatened claims that we are aware of at the time the CMA is entered into.

Investigations. The CMA will contain notification and related obligations in relation to investigations that may give rise to liability or lead to reputationaldamage for the other party, or that involve the pre-separation conduct of any present employee of the other party or other relevant persons. The CMA will alsoprovide for further cooperation in relation to matters notified to, or investigations involving, a governmental entity, where the matter or investigation could involveliability for the other party. These provisions are subject to applicable laws and the requirements of any relevant governmental entity.

CashExtractionandRepaymentofIntercompanyDebt

In connection with the separation and spin-off and prior to the spin-off, we intend to pay to Novartis approximately $3.0 billion in cash, including payment insatisfaction of certain intercompany indebtedness owed by Alcon and its subsidiaries to Novartis and its affiliates. Alcon expects to fund such cash payment withthe proceeds from $3.5 billion in total debt financing that Alcon anticipates arranging prior to the spin-off. See "Item 3. Key Information—3.B. Capitalization andIndebtedness" and "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off" for moreinformation.

7.C.INTERESTSOFEXPERTSANDCOUNSEL

Not Applicable.

ITEM8.FINANCIALINFORMATION

8.A.COMBINEDSTATEMENTSANDOTHERFINANCIALINFORMATION

Please refer to pages F-1 through F-77 of this Form 20-F.

LegalProceedings

From time to time, we may become involved in litigation or may receive inquiries from regulatory authorities, including antitrust and competition authoritiesin various jurisdictions relating to claims arising from the ordinary course of business. In addition, we are from time to time and may in the future be subject toaudit or investigation by tax authorities in the ordinary course of business in the various jurisdictions in which we operate. Our management believes that, except asdescribed below, there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results ofoperations, financial condition or cash flows. In addition, under the Separation and Distribution Agreement we will enter into with Novartis in connection with theseparation and the spin-off, we and Novartis will each agree, subject to certain conditions and except to the extent otherwise described below with respect to anymatter, to indemnify the other party and its directors, officers, employees and other representatives against any pending or future liabilities or claims that constituteeither a Novartis liability, in the case of Novartis, or an Alcon liability, in the case of Alcon, under the terms of the Separation and Distribution Agreement, basedon whether such claim or liability relates to the Novartis business and products or our business and

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products. For more information, see "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements BetweenNovartis and Us".

SouthernDistrictofNewYork/WesternDistrictofNewYorkHealthcareFraudInvestigation. In 2011, Alcon Laboratories, Inc. (ALI) received a subpoenafrom the United States Department of Health & Human Services relating to an investigation into allegations of healthcare fraud and potential off-label promotion ofcertain products. The subpoena requests the production of documents relating to marketing practices and the remuneration of healthcare providers in connectionwith surgical equipment and certain Novartis products (Vigamox®, Nevanac®, Omnipred®, Econopred®). ALI is cooperating with this investigation.

Asia/RussiaInvestigation. In 2017 and 2018, Alcon and Novartis Group companies, as well as certain present and former executives and associates ofAlcon and Novartis, received document requests and subpoenas from the DoJ and the SEC requesting information concerning Alcon accounting, internal controlsand business practices in Asia and Russia, including revenue recognition for surgical equipment and related products and services and relationships with third-partydistributors, both before and after Alcon became part of the Novartis Group. Alcon and Novartis are cooperating with this investigation. Novartis will indemnifyAlcon in respect of defined direct monetary liabilities relating to the current scope of the ongoing investigation by the DoJ and the SEC relating to certain businesspractices in Asia and Russia and related accounting treatment.

ContactLensesClassActions. Since the first quarter of 2015, more than 50 class action complaints have been filed in several courts across the U.S. namingas defendants contact lens manufacturers, including ALI, and alleging violations of federal antitrust law, as well as the antitrust, consumer protection and unfaircompetition laws of various states, in connection with the implementation of unilateral price policies by the defendants in the sale of contact lenses. The cases havebeen consolidated in the Middle District of Florida by the Judicial Panel on Multidistrict Litigation and the claims are being vigorously contested.

MIVSPlatformPatentInfringementLitigation. In June 2015, Johns Hopkins University (JHU) filed a patent infringement lawsuit against certain Alconentities alleging that the use of certain Alcon surgical products, principally by third parties, infringes a patent directed to certain methods of ocular surgery. InMarch 2019, Alcon and JHU entered into a settlement agreement in full settlement of all claims relating to this proceeding.

LenSxLaserSystemandWaveLightFS200LaserPatentInfringementLitigations. Two consolidated cases have been filed against Alcon claiming that theLenSxlaser system and WaveLightFS200 femtosecond laser infringe two U.S. patents expiring in 2018 and 2030. The district court entered summary judgment forAlcon, and the plaintiff appealed to the U.S. Court of Appeals for the Federal Circuit. The claims are being vigorously contested.

TCPAMatter. In April 2016, a putative class action lawsuit was filed in Illinois federal court alleging that the defendants, ALI and NovartisPharmaceuticals Corporation (NPC), sent unsolicited facsimiles in violation of the Telephone Consumer Protection Act, and seeking to certify a representativeputative nationwide class of affected consumers. The claims are being vigorously contested.

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DividendPolicy

Alcon currently expects that it will pay a regular cash dividend beginning in 2020 equivalent to approximately 10% of 2019 core net income. However, whilethe Alcon Board may, in its discretion, recommend the payment of a dividend in respect of each fiscal year, the declaration, timing, and amount, including potentialincreases, of any dividends to be paid by Alcon following the spin-off will be subject to the approval of the Alcon shareholders at a General Meeting ofshareholders. The determination of the Alcon Board as to whether to recommend a dividend and the approval of any such proposed dividend by the Alconshareholders will depend upon many factors, including Alcon financial condition, earnings, corporate strategy, capital requirements of its operating subsidiaries,covenants, legal requirements and other factors deemed relevant by the Alcon Board and shareholders. For additional information, see "Item 3. Key Information—3.B. Risk Factors—Risks Related to the Spin-off and Ownership of our Shares—No assurance can be given that we will pay or declare dividends". Alconshareholders will be entitled to receive any dividends declared and paid after the spin-off.

For information about deduction of the withholding tax or other duties from dividend payments, see "Item 10. Additional Information—10.E. Taxation—Swiss Taxation—Swiss Residents—Withholding Tax on Dividends" and "Item 10. Additional Information—10.E. Taxation—U.S. Federal Income Taxation—Dividends".

PastDividends

Since the formation of Alcon, which became effective as of the date of the registration of Alcon in the Swiss Register on September 21, 2018, Alcon has notpaid any dividends.

8.B.SIGNIFICANTCHANGES

A discussion of significant changes in our business can be found under Item 4.A. "Information on the Company—History and Development of the Company",Item 4.B. "Information on the Company—Business Overview" and Item 5.A. "Operating and Financial Review and Prospects—Operating Results".

ITEM9.THEOFFERANDLISTING

9.A.OFFERANDLISTINGDETAILS

We are distributing shares. Our shares do not have any price history.

ListingAgent

UBS AG, as recognized representative according to article 43 of the listing rules of SIX ("Listing Rules"), is expected to file on our behalf the application forthe listing of the Alcon shares in accordance with the International Reporting Standard of SIX.

9.B.PLANOFDISTRIBUTION

Not Applicable.

9.C.MARKETS

It is expected that the Alcon shares will be listed for trading on the SIX and on the NYSE under the symbol "ALC" and the ISIN code CH0432492467, CUSIPcode H01301 128 and Valor Number 43 249 246.

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9.D.SELLINGSHAREHOLDERS

Not Applicable.

9.E.DILUTION

Not Applicable.

9.F.EXPENSESOFTHEISSUE

Not Applicable.

ITEM10.ADDITIONALINFORMATION

10.A.SHARECAPITAL

Immediately following the spin-off, the issued share capital of Alcon will be CHF 19,548,000 divided into 488,700,000 registered shares with nominal parvalue of CHF 0.04 each.

Pursuant to article 4a of our Articles, immediately following the spin-off, Alcon will have authorized share capital authorizing the Board of Directors toincrease the share capital by a maximum of CHF 977,400 through the issuance of up to 24,435,000 fully paid up new shares at any time until January 29, 2021,corresponding to 5% of the issued share capital of Alcon at the time of the spin-off, for the purpose of any share-based incentive or other participation plans,schemes or arrangements for directors, employees or advisors of Alcon or its consolidated subsidiaries ("Employee Participation Plans"). The shareholders'subscription rights with respect to any such authorized increase shall be excluded. The Board of Directors is authorized to allocate the shares as it deemsappropriate (including to any Alcon group company or third party involved in the administration of any Employee Participation Plan) to fulfill, or cover existing orfuture obligations to deliver shares under any Employee Participation Plan.

FormoftheSharesandTransferofShares

The Alcon shares will be issued as uncertificated securities ( Wertrechte) within the meaning of article 973c Swiss CO. In accordance with article 973c SwissCO, we will maintain a register of uncertificated securities ( Wertrechtebuch). A portion of these uncertificated shares will be issued as book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act of October 3, 2008 ( Bucheffektengesetz) via the settlement system operatedby SIX SIS, with the remaining shares directly held through Computershare Trust Company, N.A. in the U.S. (including shares held through Computershare TrustCompany, N.A. via DTC), as described in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Listing andTrading of our Shares".

Any disposition of Alcon shares which are in the form of book-entry securities (including any transfer of title or the creation of a usufruct or a pledge) may beeffected solely by entries reflecting such disposition in applicable securities accounts in accordance with applicable law; any disposition of such shares by way ofassignment without a corresponding entry in a securities account will be excluded and will not be recognized. This standard applies to Alcon shares issued as book-entry (intermediary-held) securities via SIX SIS, as referred to in "Item 4. Information on the Company—4.A. History and Development of the Company—TheSpin-off—Listing and Trading of our Shares".

Under the Swiss CO, any disposition of uncertificated shares (including any transfer of title or the creation of a usufruct or a pledge) must be effected by wayof a written declaration of the assignment and requires, as a condition for its validity, notice to be given to Alcon, for which Alcon may prescribe the use ofapplicable forms. This may apply to directly registered shares held through Computershare

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Trust Company, N.A. in the U.S., as described in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Listingand Trading of our Shares", and shareholders acquiring such shares should use the forms provided by the Alcon U.S. share registrar, Computershare TrustCompany, N.A.

ParticipationCertificatesandProfitSharingCertificates

We have not issued any participation certificates ( Partizipationsscheine) or profit sharing certificates ( Genussscheine), nor have we issued any preferenceshares ( Vorzugsaktien).

OwnShares

The number of Alcon treasury shares immediately following the spin-off will depend on the total number of issued Novartis shares (excluding treasury sharesheld by Novartis and its subsidiaries) as of the Cum Date. We expect the number of Alcon treasury shares to be insignificant. The Alcon treasury shares will consistof issued Alcon shares that will have been contributed by Novartis to Alcon in connection with the separation prior to the spin-off and will be held by Alcon at thetime of the spin-off.

Cross-shareholdings

Alcon does not have any shareholdings exceeding 5% of the holdings of capital or voting rights in any entity that also has shareholdings exceeding 5% of theholdings of the capitals or voting rights in Alcon.

Outstandingconversionandoptionrights

Except in connection with employee compensation plans as described in more detail in "Item 6. Directors, Senior Management and Employees—6.B.Compensation", immediately following the spin-off, Alcon is expected to have no conversion or options regarding its Alcon shares outstanding.

10.B.MEMORANDUMANDARTICLESOFASSOCIATION

The following is a summary of certain provisions of our Articles, our Regulations of the Board of Directors ("Board Regulations") and of Swiss law,particularly, the Swiss CO, in each case expected to be in effect immediately following the spin-off. This is not a summary of all the significant provisions of theArticles, the Board Regulations or of Swiss law and does not purport to be complete. This description is qualified in its entirety by reference to the Articles and theBoard Regulations, which are an exhibit to this Form 20-F, and to Swiss law. Changes to our Articles and/or Board Regulations, some of which may be material,may be made prior to the spin-off.

CompanyPurpose

Our business purpose, as stated in article 2 of the Articles, is to acquire, hold, manage, sell direct and indirect participations in enterprises of any kind, inparticular in the area of health care, medical devices, biology, chemistry, physics, information technology and related areas in Switzerland and abroad. Alcon mayestablish enterprises of any kind in Switzerland and abroad, hold equity interest in these enterprises, and conduct their management. Furthermore, Alcon mayacquire, mortgage, operate or sell real estate and intellectual property rights in Switzerland or abroad. Alcon may provide loans, guarantees and other kinds offinancing and security for Alcon group companies as well as borrow and invest money on the money and capital markets. Alcon may engage in all other types ofactivities or transactions and may take all measures that appear appropriate to promote the purpose of Alcon or that are related to the same. In pursuing its purpose,Alcon strives to create sustainable value.

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Directors

(a) According to our Board Regulations, Directors may not participate in deliberations or resolutions on matters which affect, or reasonably might affect, theDirector's interests, or the interests of a person close to the Director. In addition, the Swiss CO sets forth that if, in connection with the conclusion of a contract,Alcon is represented by the person with whom it is concluding the contract, such contract shall be in writing. Furthermore, the Swiss CO requires directors andmembers of senior management to safeguard the interests of the corporation and, in this connection, imposes a duty of care and a duty of loyalty on suchindividuals. This rule is generally interpreted to mean that directors and members of senior management are disqualified from participating in decisions whichaffect them personally.

(b) A Board of Directors ("Board") resolution requires the affirmative majority of the votes cast. As with any Board resolution, Directors may not vote ontheir own compensation unless at least a majority of the Directors are present. The compensation of the Directors is subject to the approval of the aggregateamounts of such compensation by a shareholders' resolution under the Ordinance against Excessive Compensation in Public Companies of the Swiss FederalCouncil (the "Compensation Ordinance").

(c) The Articles prohibit the granting of loans or credits to Directors.

(e) Our Directors are not required to be shareholders under our Articles.

ShareholderRights

Because Alcon has only one class of registered shares, the following information applies to all shareholders.

(a) The Swiss CO requires that, among other things, at least 5% of our annual profit be retained as general reserves, so long as these reserves amount to lessthan 20% of our registered share capital. Swiss law and the Articles permit us to accrue additional reserves.

Under the Swiss CO, we may only pay dividends out of balance sheet profits, out of reserves created for this purpose or out of free reserves. In any event,under the Swiss CO, while the Board may propose that a dividend be paid, we may only pay dividends upon shareholders' approval at a General Meeting ofShareholders. Our auditors must confirm that the dividend proposal of our Board conforms with the Swiss CO and the Articles. Our Board intends to propose adividend once each year beginning in 2020 with respect to 2019. See "Item 8. Financial Information—Item 8.A. Consolidated Statements and Other FinancialInformation—Dividend Policy".

To the extent approved, dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment. Dividends whichhave not been claimed within five years after the due date revert to us, and are allocated to our general reserves. For information about deduction of the withholdingtax or other duties from dividend payments, see "—Item 10.E. Taxation".

(b) Each share is entitled to one vote at a General Meeting of Shareholders. Voting rights may only be exercised for shares registered on the Alcon shareregister on the record date for the applicable General Meeting of Shareholders. In order to do so, the shareholder must file a share registration form with us, settingforth the shareholder's name, address and domicile (or, in the case of a legal entity, its registered office). If the shareholder has not timely filed the form, then theshareholder may not vote at, or participate in, General Meetings of Shareholders. Shareholders should contact their bank or broker if they wish to register theirAlcon shares. Acquirers of Alcon shares that are registered on the Alcon U.S. share register maintained by Alcon's U.S. share registrar, Computershare TrustCompany, N.A., should file a registration form with Computershare Trust Company, N.A.

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Except as noted in the paragraph immediately below, shareholders' resolutions require the approval of a majority of the votes present at a General Meeting ofShareholders. As a result, abstentions have the effect of votes against such resolutions. Some examples of shareholders' resolutions requiring a vote by such"absolute majority of the votes" are (1) amendments to the Articles; (2) elections of Directors, the Chairman of the Board, the compensation committee members,the independent proxy and the statutory auditors; (3) approval of the management report and the financial statements; (4) setting the annual dividend, if any;(5) approval of the aggregate amounts of compensation of the Directors and the members of the ECA; (6) decisions to discharge Directors and management fromliability for matters disclosed to the General Meeting of Shareholders; and (7) the ordering of an independent investigation into specific matters proposed to theGeneral Meeting of Shareholders. As a matter of Swiss law, certain other matters also require a supermajority, including certain mergers, scissions andtransformations under the Swiss Merger Act.

According to the Articles and Swiss law, the following types of shareholders' resolutions require the approval of a "supermajority" of at least two thirds of thevotes present at a General Meeting of Shareholders: (1) an alteration of our corporate purpose; (2) the creation of shares with increased voting powers; (3) animplementation of restrictions on the transfer of registered shares and the removal of such restrictions; (4) an authorized or conditional increase of the share capital;(5) an increase of the share capital by conversion of equity, by contribution in kind, or for the purpose of an acquisition of property or the grant of special rights;(6) a restriction or an exclusion of shareholders' pre-emptive rights; (7) a change of our registered office; (8) our dissolution; or (9) any amendment to the Articleswhich would create or eliminate a supermajority requirement.

Our shareholders are required to annually elect all of the members of the Board, as well as the Chairman of the Board, the members of the compensationcommittee (i.e., currently our Compensation, Governance and Nomination Committee) and the independent proxy. The Articles do not provide for cumulativevoting of shares.

At General Meetings of Shareholders, shareholders can be represented by the independent proxy or by a third person authorized by written proxy who does notneed to be a shareholder. Votes are taken either by a show of hands or by electronic voting, unless the General Meeting of Shareholders resolves to have a ballot orwhere a ballot is ordered by the chairman of the meeting.

(c) Shareholders have the right to allocate the profit shown on our balance sheet and to distribute dividends by vote taken at the General Meeting ofShareholders, subject to the legal requirements described in "—Shareholder Rights".

(d) Under the Swiss CO, any surplus arising out of a liquidation of Alcon (i.e., after the settlement of all claims of all creditors) would be distributed to theshareholders in proportion to the paid in nominal value of their shares.

(e) The Swiss CO limits a corporation's ability to hold or repurchase its own shares. We and our subsidiaries may only repurchase shares if we have freelydisposable equity available in the amount necessary for this purpose. The aggregate nominal value of all Alcon shares held by us and our subsidiaries may notexceed 10% of our registered share capital. However, it is accepted that a corporation may repurchase its own shares beyond the statutory limit of 10%, if therepurchased shares are clearly earmarked for cancellation and such repurchase has been approved by our shareholders. In addition, we are required to recognize aminus position for own shares acquired by Alcon or, if our subsidiaries acquire our shares, create a special reserve on our balance sheet in each case in the amountof the purchase price of the acquired shares. Repurchased shares held by us or our subsidiaries do not carry any rights to vote at a General Meeting of Shareholders,but are entitled to the economic benefits generally connected with the shares.

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Under the Swiss CO, we may not cancel treasury shares without the approval of a capital reduction by our shareholders.

(f) Not applicable.

(g) Since all of our issued and outstanding shares have been fully paid in, we can make no further capital calls on our shareholders. See "—ShareholderRights" and "—Change in Control".

(h) See "—Change in Control".

ChangestoShareholderRights

Under the Swiss CO, we may not issue new shares without the prior approval of a capital increase by our shareholders, subject to the existing authorized sharecapital of Alcon pursuant to the Articles, as approved prior to the spin-off. See "Item 10.A.—Share Capital" for additional information. If a capital increase isapproved, then our shareholders would generally have certain pre-emptive rights to obtain newly issued shares in an amount proportional to the nominal value ofthe shares they already hold. These pre-emptive rights could be excluded in certain limited circumstances with the approval of a resolution adopted at a GeneralMeeting of Shareholders by a supermajority of two thirds of the votes. In addition, we may not create shares with increased voting powers or place restrictions onthe transfer of registered shares without the approval of a resolution adopted at a General Meeting of Shareholders by a supermajority of votes.

ShareholderMeetings

Under the Swiss CO and the Articles, we must hold an annual ordinary General Meeting of Shareholders within six months after the end of our financial year.General Meetings of Shareholders may be convened by the Board or, if necessary, by the statutory auditors. The Board is further required to convene anextraordinary General Meeting of Shareholders if so resolved by a General Meeting of Shareholders, or if so requested by shareholders holding an aggregate of atleast 10% of the share capital, specifying the items for the agenda and their proposals. Shareholders holding shares with an aggregate nominal value of at leastCHF 1,000,000 (i.e., 25,000,000 Alcon shares) or at least 10% of the share capital have the right to request that a specific proposal be put on the agenda and votedupon at the next General Meeting of Shareholders. Such request must be made in writing at the latest 45 days before the General Meeting of Shareholders. AGeneral Meeting of Shareholders is convened by publishing a notice in the Swiss Official Gazette of Commerce ( SchweizerischesHandelsamtsblatt) at least20 days prior to such meeting. Shareholders may also be informed by mail. There is no provision in the Swiss CO or the Articles requiring a quorum for the holdingof a General Meeting of Shareholders. In addition, see "—Shareholder Rights" regarding conditions for exercising a shareholder's right to vote at a GeneralMeeting of Shareholders.

Limitations

There are no limitations under the Swiss CO or our Articles on the right of non-Swiss residents or nationals to own or vote shares.

ChangeinControl

The Articles and the Board Regulations contain no provision that would have an effect of delaying, deferring or preventing a change in control of Alcon andthat would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

According to the Swiss Merger Act, shareholders may pass a resolution to merge with another corporation at any time. Such a resolution would require theconsent of at least two thirds of all votes present at the necessary General Meeting of Shareholders.

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Under the Swiss Financial Market Infrastructure Act, shareholders and groups of shareholders acting in concert who acquire more than 33 1 / 3 % of our shareswould be under an obligation to make an offer to acquire all remaining Alcon shares. Alcon has neither opted out from the mandatory takeover offer obligation noropted to increase the threshold for mandatory takeover offers in the Articles.

DisclosureofShareholdings

Under the Swiss Financial Market Infrastructure Act, persons who directly, indirectly or in concert with other parties acquire or dispose of our shares orpurchase or sale rights relating to our shares are required to notify us and the SIX of the level of their holdings whenever such holdings reach, exceed, or fall belowcertain thresholds—3%, 5%, 10%, 15%, 20%, 25%, 33 1 / 3 %, 50% and 66 2 / 3 %—of the voting rights represented by our share capital (whether exercisable ornot). This also applies to anyone who has discretionary power to exercise voting rights associated with our shares. Following receipt of such notification we arerequired to inform the public by publishing the information via the electronic publication platform operated by the SIX.

An additional disclosure obligation exists under the Swiss CO which requires us to disclose, once a year in the notes to the financial statements published inour annual report, the identity of all of our shareholders (or related groups of shareholders) that hold a participation exceeding 5% of all voting rights.

DifferencesintheLaw

See the references to Swiss law throughout this "—Item 10.B. Memorandum and Articles of Association."

ChangesinCapital

The requirements of the Articles regarding changes in capital are not more stringent than the requirements of Swiss law.

Notices

According to the Articles, our communications to our shareholders and company notices shall be published in the Swiss Official Gazette of Commerce (SchweizerischesHandelsamtsblatt). Notices required under the Listing Rules will be published in electronic form on the website of SIX (currentlyhttps://www.six-exchange-regulation.com/en/home/publications/official-notices.html).

10.C.MATERIALCONTRACTS

For descriptions of the material agreements we intend to enter into with Novartis prior to and in connection with the completion of the spin-off, see "Item 7Major Shareholders—7.B. Related Party Transactions—Agreements Between Novartis and Us".

BridgeLoan,TermLoanandRevolvingCreditFacilities

Prior to the separation and the spin-off, we expect to enter into a $1.5 billion unsecured 364-day bridge loan facility with two extension options, each for aperiod of 180 days (the "Bridge Facility"), a $0.5 billion unsecured three-year term loan facility ("Facility A"), a $0.8 billion unsecured five-year term loan facility("Facility B"), a $0.4 billion (or the equivalent in EUR) unsecured five-year term loan facility ("Facility C") and a $1.0 billion unsecured five-year committedmulticurrency revolving credit facility (the "Revolving Facility" and, together with the Bridge Facility, Facility A, Facility B and Facility C, the "Facilities" and therelated agreement, the "Group Facilities Agreement"). The Facilities will not be available for borrowings until the date on which certain customary conditions aresatisfied.

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We and certain of our subsidiaries are expected to be borrowers under the Facilities. We anticipate guaranteeing the borrowings of such subsidiaries under theFacilities. In addition, we expect the Revolving Facility to include a mechanism through which certain of our subsidiaries, as approved by the lenders, can accedeas a borrower.

Prior to the spin-off, we intend to pay to Novartis approximately $3.0 billion of the net proceeds of the Bridge Facility, Facility A, Facility B and Facility C,including in satisfaction of certain intercompany indebtedness owed by Alcon and its subsidiaries to Novartis and its affiliates. If the aggregate amount that we maydraw under such Facilities exceeds the sum we intend to pay to Novartis and its affiliates as intercompany indebtedness, we will retain the remaining net proceedsof such Facilities and expect to use such remaining proceeds for general corporate and working capital purposes. We do not expect to draw on the RevolvingFacility at the date of the spin-off. In addition, subject to market and other customary conditions, we expect to refinance the Bridge Facility with longer-termindebtedness in the short- to medium term.

We expect to be permitted to voluntarily prepay loans under the Facilities, in whole or in part, without penalty or premium subject to certain minimumprepayment amounts and the payment of accrued interest on the amount prepaid and customary breakage costs. We also expect the Bridge Facility to have amandatory prepayment provision, pursuant to which we would have to apply proceeds from relevant debt capital markets transactions in prepayment under theBridge Facility.

The terms of the Facilities are anticipated to include certain events of default and covenants customary for investment grade credit facilities, includingrestrictive covenants that will limit, among other things, the grant or incurrence of security interests over any of our assets, the incurrence of certain indebtednessand entry into certain fundamental change transactions. The Facilities are not expected to contain any financial covenants.

We expect the Facilities to bear interest at a rate equal to the interest rate benchmark (EURIBOR in the case of loans denominated in EUR, USD LIBOR in thecase of loans denominated in USD and CHF LIBOR in the case of loans denominated in CHF), plus an applicable margin.

In connection with the separation, we expect that $3.2 billion of borrowings will be outstanding under the Facilities immediately after the spin-off. Suchindebtedness will require us to dedicate a portion of our future cash flows to payments on our debt, reducing our ability to use our cash flows to pay dividends, fundcapital expenditures, BD&L or other strategic transactions, working capital and other general operational requirements. For additional information, includinginformation relating to the $0.3 billion in indebtedness we expect to incur in connection with the spin-off in addition to our indebtedness under the Facilities, see"Item 3. Key Information—3.B. Capitalization and Indebtedness".

The foregoing summarizes some of the terms of our Facilities. However, the foregoing summary does not purport to be complete and is qualified in its entiretyby reference to the terms of the Group Facilities Agreement, which is an exhibit to this Form 20-F.

10.D.EXCHANGECONTROLS

There are no Swiss governmental laws, decrees or regulations that restrict, in a manner material to Alcon, the export or import of capital, including any foreignexchange controls, or that generally affect the remittance of dividends or other payments to non-residents or non-citizens of Switzerland who hold Alcon shares.

10.E.TAXATION

The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential taxeffects relevant to the ownership or disposition of our shares. The statements of U.S. and Swiss tax laws set forth below are based on the

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laws and regulations in force as of the date of this Form 20-F, including the current Convention Between the United States and the Swiss Confederation for theAvoidance of Double Taxation with Respect to Taxes on Income, entered into force on December 19, 1997 (the "Treaty"), and the U.S. Internal Revenue Code of1986, as amended (the "Code"), Treasury Regulations, rulings, judicial decisions and administrative pronouncements, and may be subject to any changes in U.S.and Swiss law, and in any double taxation convention or treaty between the United States and Switzerland occurring after that date, which changes may haveretroactive effect.

SwissTaxation

ThefollowingisageneralsummaryofcertaintaxconsequencesrelatingtoowninganddisposingofAlconsharesbasedontheSwisstaxlawsandregulationsandregulatorypracticesinforceonthedateofthisForm20-F.Taxconsequencesaresubjecttochangesinapplicablelaw(orsubjecttochangesininterpretation),includingchangesthatcouldhavearetroactiveeffect.

ThisisnotacompletesummaryofthepotentialSwisstaxeffectsrelevanttotheAlconsharesnordoesthesummarytakeintoaccountordiscussthetaxlawsofanyjurisdictionotherthanSwitzerland.Forexample,thissummarydoesnotaddressestate,gift,inheritance,capitalorwealthtaxes.Italsodoesnottakeintoaccountinvestors'individualcircumstances.Thissummarydoesnotpurporttobealegalopinionortoaddressalltaxaspectsthatmayberelevanttoanyparticularinvestor.

YOUAREURGEDTOCONSULTYOUROWNTAXADVISORWITHRESPECTTOACQUIRING,OWNINGANDDISPOSINGOFALCONSHARES.

Swiss Residents

WithholdingTaxonDividends

Dividends that we pay and any similar cash or in-kind distributions we may make to a holder of our shares (including distributions of liquidation proceeds inexcess of the nominal value, stock dividends and, under certain circumstances, proceeds from repurchases of shares by us in excess of the nominal value) aregenerally subject to a Swiss federal withholding tax (the "Withholding Tax") at a current rate of 35%. Under certain circumstances distributions out of capitalcontribution reserves made by shareholders after December 31, 1996 are exempt from the Withholding Tax. We are required to withhold this Withholding Taxfrom the gross distribution and to pay the Withholding Tax to the Swiss Federal Tax Administration. The Withholding Tax is refundable in full to Swiss residentswho are the beneficial owners of the taxable distribution at the time it is resolved and duly report the gross distribution received on their personal tax return or intheir financial statements for tax purposes, as the case may be.

Proposed Swiss corporate tax reform would require that Swiss listed companies must make distributions as dividends subject to Withholding Tax to the extentdistributions are made out of capital contribution reserves, which, as described above, are not subject to Withholding Tax.

SwissIssuanceStampDuty

Switzerland levies a one-time Issuance Stamp Duty ( Emissionsabgabe) on the issuance of corporate equity capital by Swiss companies. A 1% Swiss IssuanceStamp Duty applies to capital contributions received for the issuance of corporate shares, non-voting shares, participation rights, as well as informal capitalcontributions in cash or in kind for no consideration.

SwissTransferStampDutyuponTransferofSecurities

The sale of our shares, whether by Swiss residents or Non-resident Holders, may be subject to federal securities Transfer Stamp Duty ( Umsatzabgabe) of0.15%, calculated on the gross sale proceeds,

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if the sale occurs through or with a Swiss bank or other Swiss securities dealer ( Effektenhändler), as defined in the Swiss Federal Stamp Duty Act. The TransferStamp Duty has to be paid by the securities dealer and may be charged to the parties in a taxable transaction who are not securities dealers. In addition to thisTransfer Stamp Duty, the sale of shares by or through a member of the SIX may be subject to a minor stock exchange levy.

IncomeTaxonDividends

A Swiss Holder who holds Alcon shares as private assets ("Swiss Resident Private Shareholder") is required to report the receipt of dividends and similardistributions (including stock dividends and liquidation surplus) in its individual income tax returns and is subject to Swiss federal, cantonal and communal incometax on any net taxable income for the relevant tax period.

A Swiss Holder who is Swiss resident for tax purposes, a non-Swiss individual who is subject to Swiss income tax for reasons other than residency and a legalentity tax resident in Switzerland, in each case that holds Alcon shares as business assets, and a non-Swiss tax resident legal entity that holds Alcon shares as partof a Swiss permanent establishment or fixed place of business (each, a "Swiss Resident Commercial Shareholder") is required to recognize dividends and similardistributions (including stock dividends and liquidation surplus) on Alcon shares in its income statement for the relevant taxation period and is subject to Swissfederal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings for such taxation period. The same taxtreatment also applies to a Swiss Holder who, for income tax purposes, is classified as a "professional securities dealer" for reasons of, interalia,frequent dealing,or leveraged investments, in shares and other securities. Swiss Resident Commercial Shareholders who are corporate taxpayers may be eligible for a participationdeduction ( Beteiligungsabzug) in respect of dividends if the Alcon shares held by them as part of a Swiss business have an aggregate market value of at leastCHF 1 million.

TaxesuponDispositionofAlconShares

Capital gains realized on the sale or other disposal of Alcon shares held by a Swiss Resident Private Shareholder are generally not subject to any federal,cantonal or communal income taxation. However, gain realized upon a repurchase of shares by us may be characterized as taxable dividend income if certainconditions are met. Capital gains realized on shares held by a Swiss Resident Commercial Shareholder are, in general, included in the taxable income of suchperson.

Residents of Other Countries

Recipients of dividends and similar distributions on our shares who are neither residents of Switzerland for tax purposes nor holding shares as part of abusiness conducted through a permanent establishment situated in Switzerland ("Non-resident Holders") are not subject to Swiss income taxes in respect of suchdistributions. Moreover, gain realized by such recipients upon the disposal of our shares is not subject to Swiss income tax.

Non-resident Holders of our shares are, however, subject to the Withholding Tax on dividends and similar distributions mentioned above and under certaincircumstances to the Transfer Stamp Duty described above. Such Non-resident Holders may be entitled to a partial refund of the Withholding Tax if the country inwhich they reside has entered into a bilateral treaty for the avoidance of double taxation with Switzerland. Non-resident Holders should be aware that theprocedures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country. Non-resident Holders shouldconsult their own tax advisors regarding the receipt, ownership, purchase, sale or other dispositions of our shares and the procedures for claiming a refund of theWithholding Tax.

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A Non-resident Holder of our shares will not be liable for any Swiss taxes other than the Withholding Tax described above and, if the transfer occurs throughor with a Swiss bank or other Swiss securities dealer, the Transfer Stamp Duty described above. If, however, the shares of Non-resident Holders can be attributed toa permanent establishment or a fixed place of business maintained by such person within Switzerland during the relevant tax year, the shares may be subject toSwiss income taxes in respect of income and gains realized on the shares and such person may qualify for a full refund of the Withholding Tax based on Swiss taxlaw.

ResidentsoftheUnitedStates

Non-resident Holders who are residents of the United States for purposes of the Treaty are eligible for a reduced rate of tax on dividends equal to 15% of thedividend, provided that such holders qualify for benefits under the Treaty and do not conduct business through a permanent establishment or fixed base inSwitzerland to which our shares are attributable. Such holders should consult their own tax advisors regarding their eligibility to claim the reduced rate and theprocedures for claiming a refund of the amount of the Withholding Tax in excess of the 15% Treaty rate.

InternationalAutomaticExchangeofInformationinTaxMatters

On November 19, 2014, Switzerland signed the Multilateral Competent Authority Agreement, which is based on article 6 of the OECD/Council of Europeadministrative assistance convention and is intended to ensure the uniform implementation of automatic exchange of information (the "AEOI"). The Federal Act onthe International Automatic Exchange of Information in Tax Matters (the "AEOI Act") entered into force on January 1, 2017. The AEOI Act is the legal basis forthe implementation of the AEOI standard in Switzerland.

The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. The agreements have been, and will be, concluded onthe basis of guaranteed reciprocity, compliance with the principle of specialty (i.e. the information exchanged may only be used to assess and levy taxes (and forcriminal tax proceedings)) and adequate data protection. The United States is not a treaty state.

Based on such multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland has begun to collect data in respect offinancial assets (including shares) held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit ofindividuals resident in a EU member state or in a treaty state from, depending on the effective date of the respective agreement, 2017 or 2018, as the case may be,and will begin to exchange such data in 2018 or 2019, as the case may be.

U.S.FederalIncomeTaxation

The following is a general discussion of the material U.S. federal income tax consequences of the ownership and disposition of our shares that may be relevantto you if you are a U.S. Holder (as defined in "Item 4. Information on the Company—4.A. History and Development of the Company—Material U.S. FederalIncome Tax Consequences of the Spin-off—General"). This discussion does not address all tax consequences that may be relevant to you in light of your particularcircumstances, nor does it address the consequences to shareholders subject to special treatment under the U.S. federal income tax laws, such as those described in"Item 4. Information on the Company—4.A. History and Development of the Company—Material U.S. Federal Income Tax Consequences of the Spin-off—General". This discussion is based on the Code, Treasury Regulations promulgated under the Code and judicial and administrative interpretations thereof, in eachcase as in effect as of the date of this Form 20-F and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affectthe tax consequences described below.

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Persons who are subject to U.S. taxation are strongly urged to consult their own tax advisers as to the overall non-U.S. and U.S. federal, state and local taxconsequences of the ownership and disposition of our shares.

Dividends

The gross amount of distributions on our shares (including any amounts withheld in respect of Withholding Tax) will be taxable as dividends to the extent paidout of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. You should expect that the full amount of adistribution will generally be treated as a taxable dividend. Such dividends (including Withholding Tax, if any) will be includable in your gross income as ordinaryincome on the day actually or constructively received by you and will generally not be eligible for the dividends received deduction allowed to corporations underthe Code.

Dividend income in respect of our shares will constitute income from sources outside the United States for U.S. foreign tax credit purposes. Subject to thelimitations and conditions provided in the Code, U.S. Holders generally may claim as a credit against their U.S. federal income tax liability any Withholding Taxwithheld from a dividend. The rules governing the foreign tax credit are complex. Each U.S. Holder is urged to consult its own tax advisor concerning whether, andto what extent, a foreign tax credit will be available with respect to dividends received from us.

In general, a U.S. Holder will be required to determine the amount of any dividend paid in Swiss francs, including the amount of any Withholding Taximposed thereon, by translating the Swiss francs into U.S. dollars at the spot rate on the date the dividend is actually or constructively received by a U.S. Holder,regardless of whether the Swiss francs are in fact converted into U.S. dollars. If a U.S. Holder converts the Swiss francs so received into U.S. dollars on the date ofreceipt, the U.S. Holder generally should not recognize foreign currency gain or loss on such conversion. If a U.S. Holder does not convert the Swiss francs soreceived into U.S. dollars on the date of receipt, the U.S. Holder will have a tax basis in the Swiss francs equal to the U.S. dollar value on such date. Any foreigncurrency gain or loss that a U.S. Holder recognizes on a subsequent conversion or other disposition of the Swiss francs generally will be treated as U.S. sourceordinary income or loss.

For a non-corporate U.S. Holder, the U.S. dollar amount of any dividends paid that constitute qualified dividend income is generally taxable at the applicablepreferential long-term capital gain rate, provided that the U.S. Holder meets certain holding period and other requirements. We currently believe that dividends paidwith respect to our shares will constitute qualified dividend income for U.S. federal income tax purposes.

SaleorOtherTaxableDisposition

Upon a sale or other taxable disposition of our shares, U.S. Holders generally will recognize capital gain or loss in an amount equal to the difference betweenthe U.S. dollar value of the amount realized on the disposition and the U.S. Holder's tax basis (determined in U.S. dollars) in the shares. This capital gain or lossgenerally will be U.S. source gain or loss and will be treated as long-term capital gain or loss if the holding period in the shares exceeds one year. In the case of anon-corporate U.S. Holder, any long term capital gain generally will be subject to U.S. federal income tax at preferential rates. The deductibility of capital losses issubject to limitations under the Code.

MedicareTax

Certain U.S. Holders who are individuals, estates, or trusts are required to pay a 3.8% Medicare surtax on all or part of such holder's "net investment income",which includes, among other items, dividends on, and capital gains from the sale or other taxable disposition of, our ordinary shares,

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subject to certain limitations and exceptions. Prospective investors should consult their own tax advisors regarding the effect, if any, of this surtax on theirownership and disposition of our ordinary shares.

U.S.InformationReportingandBackupWithholding

Dividend payments with respect to our shares and proceeds from the sale, exchange or other disposition of shares received in the United States or throughU.S.-related financial intermediaries, may be subject to information reporting to the IRS and possible U.S. backup withholding. Certain exempt recipients (such ascorporations) are not subject to these information reporting and backup withholding requirements. Backup withholding will not apply to a U.S. Holder whofurnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. Any U.S.Holders required to establish their exempt status generally must provide a properly-executed IRS Form W-9 (Request for Taxpayer Identification Number andCertification). Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal incometax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim forrefund with the IRS and furnishing any required information.

10.F.DIVIDENDSANDPAYINGAGENTS

The dividend paying agent for shareholders is expected to be UBS. For additional detail, see "Item 8. Financial Information—8.A. Combined Statements andOther Financial Information—Dividend Policy".

10.G.STATEMENTSBYEXPERTS

The financial statements as of December 31, 2018 and December 31, 2017 and for each of the three years in the period ended December 31, 2018 included inthis Form 20-F have been so included in reliance on the report of PricewaterhouseCoopers SA, Switzerland, an independent registered public accounting firm,given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers SA is a member of EXPERTsuisse - Swiss Expert Associationfor Auditing, Taxes and Fiduciary.

10.H.DOCUMENTSONDISPLAY

Any statement in this Form 20-F about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit tothe Form 20-F, the contract or document is deemed to modify the description contained in this Form 20-F. You must review the exhibits themselves for a completedescription of the contract or document.

Upon completion of the spin-off, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to filereports and other information with the SEC, including annual reports on Form 20-F and periodic reports on Form 6-K. You may inspect and copy reports and otherinformation filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public ReferenceRoom may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information aboutissuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. In addition, as of the first day of listing of the Alcon shares on theSIX, copies of all information and documents pertaining to press releases, media conferences, investor updates and presentations at analyst and investorpresentation conferences can be downloaded from the Alcon website at www.alcon.com or obtained from Alcon upon request by mail at Chemin de Blandonnet 8,1214 Vernier, Geneva, Switzerland or by e-mail at [email protected]. The information contained on our website is not a part of this Form 20-F.

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As a foreign private issuer, we will be exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxystatements, and our executive officers, directors and principal shareholders are exempt from the reporting and shortswing profit recovery provisions contained inSection 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC asfrequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish or make available to ourshareholders annual reports containing our combined financial statements prepared in accordance with IFRS and make available to our shareholders quarterlyreports containing our unaudited interim financial information for the first three fiscal quarters of each fiscal year. Our annual report will contain an "Operating andFinancial Review and Prospects" section for the relevant periods.

10.I.SUBSIDIARYINFORMATION

Not Applicable.

ITEM11.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK

The major financing risks faced by Alcon will be managed by the Alcon treasury function. For information about the effects of currency and interest ratefluctuations and how we manage currency and interest risk, see "Item 5. Operating and Financial Review and Prospects—5.B. Liquidity and Capital Resources".Please also see the information set forth under "Note 24. Financial instruments—additional disclosures" on pages F-67 to F-71 of our combined financialstatements and related notes included elsewhere in this Form 20-F.

ITEM12.DESCRIPTIONOFSECURITIESOTHERTHANEQUITYSECURITIES

12.A.DEBTSECURITIES

Not Applicable.

12.B.WARRANTSANDRIGHTS

Not Applicable.

12.C.OTHERSECURITIES

Not Applicable.

12.D.AMERICANDEPOSITARYSHARES

Not Applicable.

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PARTII

ITEM13.DEFAULTS,DIVIDENDARREARAGESANDDELINQUENCIES

Not applicable.

ITEM14.MATERIALMODIFICATIONSTOTHERIGHTSOFSECURITYHOLDERSANDUSEOFPROCEEDS

Not applicable.

ITEM15.CONTROLSANDPROCEDURES

Not applicable.

ITEM16.[RESERVED]

Not applicable.

ITEM16A.AUDITCOMMITTEEANDFINANCIALEXPERT

Not applicable.

ITEM16B.CODEOFETHICS

Not applicable.

ITEM16C.PRINCIPALACCOUNTANTFEESANDSERVICES

Not applicable.

ITEM16D.EXEMPTIONSFROMTHELISTINGSTANDARDSFORAUDITCOMMITTEES

Not Applicable.

ITEM16E.PURCHASESOFEQUITYSECURITIESBYTHEISSUERANDAFFILIATEDPURCHASERS

Not applicable.

ITEM16F.CHANGEINREGISTRANT'SCERTIFYINGACCOUNTANT

None.

ITEM16G.CORPORATEGOVERNANCE

Not applicable.

ITEM16H.MINESAFETYDISCLOSURE

Not applicable.

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PARTIII

ITEM17.FINANCIALSTATEMENTS

Not applicable.

ITEM18.FINANCIALSTATEMENTS

HistoricalCombinedFinancialStatements

Please refer to pages F-1 through F-77 of this Form 20-F.

UnauditedProFormaCombinedFinancialStatements

Please refer to pages 35 through 39 of this Form 20-F.

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ITEM19.EXHIBITS

We have filed the following documents as exhibits to this Form 20-F:

215

ExhibitNumber Description

1.1 Articles of Incorporation of Alcon Inc., as amended January 29, 2019 (English Translation)† 1.2 Form of Regulations of the Board of Directors of Alcon Inc.† 4.1 Form of Separation and Distribution Agreement by and between Novartis AG and Alcon Inc.† 4.2 Form of Tax Matters Agreement by and between Novartis AG and Alcon Inc.† 4.3 Form of Employee Matters Agreement by and between Novartis AG and Alcon Inc.† 4.4 Form of Forward Manufacturing and Supply Agreement by and between Novartis Pharma AG and Alcon Inc.† 4.5 Form of Reverse Manufacturing and Supply Agreement by and between Novartis Pharma AG and Alcon Inc.† 4.6 Form of Transitional Services Agreement by and between Novartis AG and Alcon Inc.† 4.7 Form of Patent and Know-How License Agreement by Novartis AG for the benefit of Alcon Inc.† 4.8 Form of Patent and Know-How License Agreement by Alcon Inc. for the benefit of Novartis AG† 4.9 Form of Brand License Agreement by Novartis AG for the benefit of Alcon Inc.† 4.10 Form of Brand License Agreement by Alcon Inc. for the benefit of Novartis AG† 4.11 Facilities Agreement by and among Alcon Inc., as borrower, Bank of America Merrill Lynch International Designated

Activity Company, BNP Paribas Fortis SA/NV, Citigroup Global Markets Limited, Morgan Stanley Bank InternationalLimited and UBS AG, London Branch, as joint lead arrangers and joint bookrunners, and Citibank Europe PLC, UKBranch, as agent, dated as of March 6, 2019†

8.1 For a list of all principal subsidiaries of Alcon Inc., see "Item 18. Financial Statements—Note 27. Alcon subsidiaries". 15.1 Opinion of Bär & Karrer AG, special counsel on Swiss law to the Company, as to the validity of the registered shares

being issued 15.2 Opinion of Cravath, Swaine & Moore LLP, United States counsel to the Company, with respect to certain tax matters 15.4 Consent of PricewaterhouseCoopers SA 15.5 Consent of Bär & Karrer AG (included in exhibit 15.1) 15.6 Consent of Cravath, Swaine & Moore LLP (included in exhibit 15.2) 15.7 Power of Attorney† 15.8 Pertinent pages from 2018 Annual Report of Novartis AG†

* To be provided by amendment.

† Previously filed.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to signthis registration statement on its behalf.

Date: March 21, 2019

216

Alcon Inc.

By:

/s/ DAVID J. ENDICOTT

Name: David J. Endicott Title: Authorized Representative

By:

/s/ DAVID MURRAY

Name: David Murray Title: Authorized Representative

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INDEXTOFINANCIALSTATEMENTS

F-1

Audited Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Income Statements F-3 Combined Statements of Comprehensive Income F-4 Combined Balance Sheets F-5 Combined Statements of Changes in Invested Capital F-6 Combined Statements of Cash Flows F-7 Notes to Combined Financial Statements F-8

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REPORTOFINDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM

To the Board of Directors and the Shareholder of Alcon Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Novartis AG Alcon business (the "Company"), as of December 31, 2018 and 2017, and therelated combined income statements, statements of comprehensive income, statements of changes in invested capital, and statements of cash flows for each of thethree years in the period ended December 31, 2018, including the related notes (collectively referred to as the "combined financial statements"). In our opinion, thecombined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of itsoperations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with International Financial Reporting Standards asissued by the International Accounting Standards Board.

Basis for Opinion

These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'scombined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (UnitedStates) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thecombined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers SA

Geneva, Switzerland

February 28, 2019

We have served as the Company's auditor since 2017.

F-2

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NOVARTISAGALCONBUSINESSCOMBINEDFINANCIALSTATEMENTS

COMBINEDINCOMESTATEMENTS

(FortheyearsendedDecember31,2018,2017and2016)

The accompanying Notes form an integral part of the combined financial statements.

F-3

($millions) Note 2018 2017 2016 Netsalestothirdparties 5 7,149 6,785 6,589 Sales to Novartis Group 22 4 4 3 Netsales 7,153 6,789 6,592 Other revenues 3 4 Cost of goods sold (3,961) (3,588) (3,485)Grossprofit 3,192 3,204 3,111 Selling, general & administration (2,801) (2,596) (2,526)Research & development (587) (584) (499)Other income 47 47 50 Other expense (99) (148) (126)Operating(loss)/income (248) (77) 10 Interest expense 6 (24) (27) (31)Other financial income and expense 6 (28) (23) (92)Lossbeforetaxes (300) (127) (113)Taxes 7 73 383 (57)Net(loss)/income (227) 256 (170)

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COMBINEDSTATEMENTSOFCOMPREHENSIVEINCOME



F-4

($millions) 2018 2017 2016 Net(loss)/income (227) 256 (170)Othercomprehensiveincometobeeventuallyrecycledintothecombinedincomestatement: Fair value adjustments on marketable securities, net of taxes (1) 21 (2)Currency translation effects (58) 184 26 Totalofitemstoeventuallyrecycle (58) 205 24 Othercomprehensiveincomenevertoberecycledintothecombinedincomestatement: Actuarial gains/(losses) from defined benefit plans, net of taxes (2) 8 36 (5)Fair value adjustments on equity securities, net of taxes (1) (23) Totalofitemsnevertoberecycled (15) 36 (5)Totalcomprehensive(loss)/income (300) 497 (151)

(1) No taxes were recorded in any of the years presented.

(2) Tax expenses of $2 million and $26 million were recorded in 2018 and 2017, respectively, and tax benefits of $5 million were recorded in2016.

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COMBINEDBALANCESHEETS

(AtDecember31,2018and2017)


F-5

($millions) Note 2018 2017 Assets Non-currentassets Property, plant & equipment 8 2,879 2,560 Goodwill 9 8,899 8,895 Intangible assets other than goodwill 9 10,679 11,541 Deferred tax assets 10 670 526 Financial assets 11 388 437 Other non-current assets 11 148 142 Totalnon-currentassets 23,663 24,101 Currentassets Inventories 12 1,440 1,303 Trade receivables 13 1,253 1,345 Receivables from Novartis Group 22 20 14 Income tax receivables 33 29 Other financial receivables from Novartis Group 22 39 65 Cash and cash equivalents 227 172 Other current assets 14 387 359 Totalcurrentassets 3,399 3,287 Totalassets 27,062 27,388

Investedcapitalandliabilities Investedcapital 22,639 23,029 Liabilities Non-currentliabilities Financial debts 15 89 84 Deferred tax liabilities 10 1,528 1,640 Provisions and other non-current liabilities 16 913 857 Totalnon-currentliabilities 2,530 2,581 Currentliabilities Trade payables 663 615 Payables to Novartis Group 22 85 57 Financial debts 15 47 65 Other financial liabilities to Novartis Group 22 67 46 Current income tax liabilities 151 105 Provisions and other current liabilities 17 880 890 Totalcurrentliabilities 1,893 1,778 Totalliabilities 4,423 4,359 Totalinvestedcapitalandliabilities 27,062 27,388

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COMBINEDSTATEMENTSOFCHANGESININVESTEDCAPITAL



F-6

($millions) Retainedearnings

Fairvalueadjustments

onmarketablesecurities

Fairvalueadjustmentsonequitysecurities

Actuarial(losses)/gainsfromdefinedbenefitplans

Cumulativecurrencytranslationeffects

Totalvalueadjustments

Investedcapital

TotalinvestedcapitalatJanuary1,2016 23,810 6 (56) (123) (173) 23,637 Net loss (170) (170)Other comprehensive income (2) (5) 26 19 19 Totalcomprehensiveloss (170) (2) (5) 26 19 (151)Movements of financing provided to Novartis

Group (396) (396)Other transactions with Novartis Group (78) (78)Totalofothermovements (474) (474)TotalinvestedcapitalatDecember31,2016 23,166 4 (61) (97) (154) 23,012 Net income 256 256 Other comprehensive income 21 36 184 241 241 Totalcomprehensiveincome 256 21 36 184 241 497 Movements of financing provided to Novartis

Group (424) (424)Other transactions with Novartis Group (56) (56)Totalofothermovements (480) (480)TotalinvestedcapitalatDecember31,2017aspreviouslyreported 22,942 25 (25) 87 87 23,029

Impact of change in accounting policies (1) 25 (25) (25) RestatedinvestedcapitalatJanuary1,2018 22,967 (25) 87 62 23,029 Net loss (227) (227)Other comprehensive loss (23) 8 (58) (73) (73)Totalcomprehensiveloss (227) (23) 8 (58) (73) (300)Movements of financing provided to Novartis

Group (119) (119)Other transactions with Novartis Group 27 27 Other movements (2) 2 2 Totalofothermovements (90) (90)TotalinvestedcapitalatDecember31,2018 22,650 (23) (17) 29 (11) 22,639

(1) The impact of change in accounting policies includes $25 million relating to IFRS 9 implementation and nil relating to IFRS 15 implementation (see Note 3 and Note 25).

(2) Impact of hyperinflationary economies (see Note 3).

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COMBINEDSTATEMENTSOFCASHFLOWS



F-7

($millions) Note 2018 2017 2016 Net(loss)/income (227) 256 (170)Adjustmentstoreconcilenet(loss)/incometonetcashflowsfromoperatingactivities Depreciation, amortization and impairments 18.1 1,622 1,334 1,289 Non-cash change in provisions and other non-current liabilities (10) 75 64 Losses on disposal and other adjustments on property, plant & equipment, intangible,

financial and other non-current assets, net 4 41 10 Net financial expense 52 50 123 Taxes (73) (383) 57 Interest received 1 1 Interest paid (10) (13) (21)Other financial payments (29) (22) (31)Taxes paid (203) (84) (150)Netcashflowsbeforeworkingcapitalchangesandnetpaymentsoutofprovisionsandnon-currentliabilities 1,127 1,254 1,172

Net payments out of provisions and other cash movements in non-current liabilities (67) (72) (108)Change in net current assets and other operating cash flow items 18.2 80 36 181 Netcashflowsfromoperatingactivities 1,140 1,218 1,245 Purchase of property, plant & equipment (524) (415) (444)Proceeds from sales of property, plant & equipment 1 Purchase of intangible assets (188) (81) (62)Purchase of financial assets (57) (114) (2)Proceeds from sales of financial assets 7 2 Purchase of other non-current assets (2) (32)Acquisitions of businesses 18.3 (239) (70) (303)Netcashflowsusedininvestingactivities (1,001) (679) (843)Movements of financing provided to Novartis Group (119) (424) (396)Change in current financial debts 18.4 (6) (111) (37)Change in other financial receivables from Novartis Group 18.4 26 (24) (13)Change in other financial liabilities to Novartis Group 18.4 21 20 11 Netcashflowsusedinfinancingactivities (78) (539) (435)Effect of exchange rate changes on cash and cash equivalents (6) 10 (90)Netchangeincashandcashequivalents 55 10 (123)Cash and cash equivalents at January 1 172 162 285 CashandcashequivalentsatDecember31 227 172 162

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NOTESTOCOMBINEDFINANCIALSTATEMENTS

1.Descriptionofbusiness

These combined financial statements comprise the Novartis AG (Novartis Group or Novartis) Alcon business. Alcon is the leading eye care devices companyglobally. Alcon is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of eye careproducts within two businesses: surgical and vision care. The business of Alcon is operated within its subsidiaries or subsidiaries of Novartis Group and is hereinreferred to as the Company or Alcon.

The combined financial statements have been prepared for the separation of the Alcon business from the Novartis Group through a spin-off to the Novartisshareholders. This separation is subject to certain conditions precedent such as no material adverse events and receipt of regulatory approvals.

The combined financial statements of the Novartis AG Alcon business reflects the assets, liabilities, results and cash flows of the subsidiaries to the extentthey are related to the Novartis AG Alcon business and reporting units. As a result, the Novartis AG Alcon business does not currently constitute a separate groupof legal entities.

The combined financial statements of the Novartis AG Alcon business comprises its combined balance sheets as of December 31, 2018 and 2017 and thecombined income statements, combined statements of comprehensive income, the combined statements of changes in invested capital and combined statements ofcash flows for the three years ended December 31, 2018, 2017 and 2016.

The country of operation and percentage ownership of the legal entities included in the combined financial statements are disclosed in Note 27.

2.Basisofpreparation

The combined financial statements have been prepared in accordance with the basis of preparation as described in this Note 2 and with the accounting policiesas described in Note 3.

The company did not publish standalone financial statements in the past. As a result, these combined financial statements have been derived from the NovartisGroup accounting records, which were prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International AccountingStandards Board. IFRS does not provide principles for the preparation of combined financial statements for carve-out financial statements, and accordingly inpreparing the combined financial statements certain accounting and allocation conventions commonly used in practice for the preparation of carve-out financialstatements were applied. The assets and liabilities included in the combined balance sheets were measured at the carrying amounts recorded in Novartis Groupconsolidated financial statements.

The business of Alcon did not form a separate legal group of companies in all years presented. The accompanying combined financial statements wereprepared on a standalone basis and are derived (carved-out) from Novartis AG's consolidated financial statements and accounting records of the Novartis Group.They include all Alcon subsidiaries and all Alcon business operated within Novartis Group subsidiaries over which the Company has control, by applying theprinciples of IFRS 10—Consolidated Financial Statements. The Company controls an entity when it is exposed to, or has rights to, variable returns from itsinvolvement with the entity and has the ability to affect those returns through its power over the entity.

F-8

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NOTESTOCOMBINEDFINANCIALSTATEMENTS(Continued)

2.Basisofpreparation(Continued)

The preparation of carve-out financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or duringthe year that affect the reported amounts of assets and liabilities as well as expenses. Actual outcomes and results could differ from those estimates andassumptions.

The following paragraphs describe the significant estimates and assumptions applied by management in the preparation of these combined financialstatements.

These combined financial statements include the assets and liabilities within Novartis subsidiaries that are attributable to the Alcon business and exclude theassets and liabilities within Alcon subsidiaries not attributable to the Alcon business.

These combined financial statements exclude, in all years presented, the assets, liabilities and results of operations of the ophthalmology pharmaceuticalbusiness that in connection with a Novartis Group business reorganization, effective as of January 1, 2016, was transferred to the Innovative Medicines Division ofNovartis Group; previously this business was part of the Alcon Division within the Novartis Group.

These combined financial statements include, in all years presented, the assets, liabilities and results of operations of the ophthalmic over-the-counter productsand a small portfolio of surgical diagnostics products that in connection with a Novartis Group business reorganization, effective as of January 1, 2018, weretransferred to Alcon from the Innovative Medicines Division of Novartis.

Certain Novartis manufacturing sites perform production services for both the Alcon and Innovative Medicines Divisions of Novartis Group ("multi-divisionalmanufacturing sites"). These combined financial statements include the carrying value of the manufacturing sites where the majority of the production isattributable to Alcon and it is planned to transfer the manufacturing site to the Company in connection with the planned spin-off, as described in Note 1. Theinventory, sales and production costs of these multi-divisional manufacturing sites that is attributable to the products of the Alcon and Innovative MedicinesDivisions of Novartis Group were accounted for and reported separately by the Alcon and Innovative Medicines Divisions of Novartis Group within NovartisGroup accounting systems. The supply chains of the Alcon and Innovative Medicines Divisions of Novartis Group each manage separately the distribution of theirrespective products produced in these multi-divisional manufacturing sites. As a result, there was no requirement for inter-divisional trading arrangements betweenthe Alcon and Innovative Medicines Divisions of Novartis Group for the products produced in these multi-divisional manufacturing sites. Manufacturing costsattributable to the Alcon business' products produced in these multi-divisional manufacturing sites were recognized in these combined financial statements at costof production.

These combined financial statements include the attribution of certain assets and liabilities that were historically held at the Novartis corporate level that arespecifically identifiable or attributable to the Company on a standalone basis and were recognized on the combined balance sheets through retained earnings ininvested capital. The most significant of which were defined benefit plans, current and deferred income taxes, financial debts, financial investments and the Alconbrand name. The Alcon brand name was used to market the products of Alcon and the products within Novartis Innovative Medicines Divisions' ophthalmologypharmaceutical business. It is the intention of Novartis Group to transfer the full rights to the Alcon brand name to Alcon in connection with the planned spin-off ofthe Alcon business to the Novartis AG shareholders, as described in Note 1. As a result, the carrying

F-9

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value of the Alcon brand name was fully attributed to the Company in these combined financial statements.

Novartis manages its global currency exposure by engaging in hedging transactions where management deems appropriate. The income and expenses relatedto these hedging transactions have been allocated to the Company based on the estimated currency exposure of the Company and are recorded to other financialincome and expense in the combined income statements and recognized directly through retained earnings in invested capital.

Novartis uses a centralized approach to cash management and financing of operations. The majority of the Company's subsidiaries are party to Novartis cashpooling arrangements with several financial institutions to maximize the availability of cash for general operating and investing purposes. Under these cash poolingarrangements, cash balances were swept by Novartis regularly from the Company's bank accounts. The net position with the Novartis cash pooling accounts at theend of each reporting period were reflected in combined balance sheet in "Other financial receivables from Novartis Group" or "Other financial liabilities toNovartis Group".

Financing transactions between Novartis and the Company, except for receivables and payables against the Novartis cash pool described above, are excludedfrom the combined financial statements, as none of these financing transactions were specifically related to the operation of the Company's business. The exclusionof these financing transactions was recognized through retained earnings in invested capital.

Dividend and other equity transactions between the Company and Novartis were recognized directly to retained earnings in invested capital.

Novartis third-party debt and the related interest expense were not allocated to the Company when the Company's subsidiaries were not the legal obligor of thedebt and when Novartis borrowings were not directly attributable to the Company's business. These combined financial statements include third-party debt and therelated interest expense when the Company's subsidiaries were the legal obligor of the debt and when the borrowings were directly attributable to the Company'sbusiness. See Note 15.

The Company's employees participate in defined benefit pension and other postretirement plans sponsored by Novartis, in some countries these are singleemployer plans dedicated to the Alcon business employees and in other countries these are plans where employees of Alcon and employees of the Novartis Groupare participants. The net defined benefit and other postretirement plan liabilities and pension costs attributable to Alcon were included in these combined financialstatements, to the extent that the corresponding pension obligations and plan assets under those plans are expected to transfer to the Company under the plannedseparation of Alcon, see Note 1. See Note 20 for additional disclosure on post-employment benefits for associates.

Income taxes attributable to the Alcon business were determined using the separate return approach, under which current and deferred income taxes arecalculated as if a separate tax return had been prepared in each tax jurisdiction. In various tax jurisdictions, Alcon and Novartis businesses operated within the samelegal entity and certain Alcon subsidiaries were part of a Novartis tax group. This required an assumption that the subsidiaries and operations of the Company inthose tax jurisdictions operated on a standalone basis and constitute separate taxable entities. Actual outcomes and results could differ from these separate taxreturn estimates, including those estimates and

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assumptions related to realization of tax benefits within these Novartis tax groups. See Note 7 and Note 10 for additional disclosures on income taxes.

The Company's invested capital in these combined financial statements represents the excess of total assets over total liabilities and, in addition to the itemsdescribed above, was impacted by the following:

• Currency translation adjustments of the Novartis Group multi-divisional subsidiaries were allocated between Alcon and the Novartis retainedbusinesses by applying allocation keys based on net assets of each respective business.

• Other transactions with Novartis Group as shown on the combined statements of changes in invested capital represents the movements in investedcapital resulting from the preparation of the combined financial statements in accordance with the basis of presentation described in this Note 2.

• Movements of financing provided to Novartis Group as shown on the combined statements of changes in invested capital and on the combined cashflow statements primarily represent the net contributions from Alcon to Novartis Group.

These combined financial statements include charges and allocation of expenses related to certain Novartis business support functions and Novartis corporategeneral and administration functions. The Company considers the charges and allocation methodology and results to be reasonable for all periods presented.However, the charges and allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent,publicly traded company for all periods presented. The following is a brief description of the nature of these charges and allocations:

• Alcon has received services from Novartis Business Services (NBS), the shared service organization of Novartis Group, across the following servicedomains: human resources operations, real estate and facility services, including site security and executive protection, procurement, informationtechnology, commercial and medical support services and financial reporting and accounting operations. The combined financial statements includethe appropriate costs related to the services rendered, without profit margin, in accordance with the historical arrangements that existed betweenNovartis and the Alcon business. See Note 22 for additional disclosures.

• Certain Novartis corporate general and administrative functions costs, in the areas of corporate governance, including board of directors, corporateresponsibility and other corporate functions, such as tax, corporate governance and listed company compliance, investor relations, internal audit,treasury, communications functions and the net interest on the net defined benefit liability were not charged or allocated to the Alcon business in thepast. The combined financial statements include a reasonable allocation of these Novartis corporate general and administrative functions costs andnet interest on the net defined benefit liability, based on reasonable assumptions and estimates. The corporate general and administrative functioncosts allocations were based on the direct and indirect costs incurred to provide the respective services. When specific identification was notpracticable, a proportional cost allocation method was used, primarily based on sales, or headcount. Management believes that the allocationsreasonably approximate the corporate general and administrative functions costs Alcon may have incurred had it operated as a standalone company.However, the allocations may not be

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indicative of the actual expense that would have been incurred had the Company operated on a standalone basis. See Note 22 for additionaldisclosures.

Management believes that all allocations have been performed on a reasonable basis and reflect the services received by the Company, the cost incurred onbehalf of the Company and the assets and liabilities of the Company. Although, the combined financial statements reflect management's best estimate of allhistorical costs related to the Company, this may however not necessarily reflect what the results of operations, financial position, or cash flows would have beenhad the Company been a separate entity, nor the future results of the Company as it will exist upon completion of the planned separation, as described in Note 1.

3.Significantaccountingpolicies

Principlesandscopeofcombination

The combined financial statements of the Company are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by theInternational Accounting Standards Board (IASB). They are prepared in accordance with the historical cost convention except for items that are required to beaccounted for at fair value. All intercompany transactions and accounts within the Company were eliminated.

The Company's financial year-end is December 31, which is also the annual closing date of the individual entities' financial statements incorporated into theCompany's combined financial statements; refer to Note 2 - Basis of Preparation for additional information on the principles of combination for these combinedfinancial statements.

The preparation of financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or during the periodand years that affect the reported amounts of assets, liabilities and expenses, including any contingent amount, as well as revenue and expenses. Actual outcomesand results could differ from those estimates and assumptions.

Foreigncurrencies

The combined financial statements of the Company are presented in U.S. dollars (USD). The functional currency of individual entities incorporated into theCompany's combined financial statements are generally the local currency of the respective entity. The functional currency used for the reporting of certain Swissentities is USD instead of their respective local currencies. This reflects the fact that the cash flows and transactions of these entities are primarily denominated inthese currencies.

For entities not operating in hyperinflationary economies, the entities results, financial position and cash flows that do not have USD as their functionalcurrency are translated into USD using the following exchange rates:

• Income, expense and cash flows using for each month the average exchange rate with the U.S. dollar values for each month being aggregated duringthe year.

• Balance sheets using year-end exchange rates.

• Resulting exchange rate differences are recognized in other comprehensive income.

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3.Significantaccountingpolicies(Continued)

The hyperinflationary economies in which the Company operates are Argentina and Venezuela. Venezuela was hyperinflationary for all years presented, andArgentina became hyperinflationary effective July 1, 2018, requiring retroactive implementation of hyperinflation accounting as of January 1, 2018.

The impact of the restatement of the non-monetary assets and liabilities with the general price index at the beginning of the period is recorded in retainedearnings in equity. The subsequent gains or losses resulting from the restatement of non-monetary assets are recorded in "Other financial income and expense" inthe audited combined income statements.

Acquisitionofassets

Acquired assets are initially recognized on the balance sheet at cost if they meet the criteria for capitalization. If acquired as part of a business combination,the fair value of identified assets represents the cost for these assets. If separately acquired, the cost of the asset includes the purchase price and any directlyattributable costs for bringing the asset into the condition to operate as intended. Expected costs for obligations to dismantle and remove property, plant andequipment when it is no longer used are included in their cost.

Property,plantandequipment

Property, plant and equipment are depreciated on a straight-line basis in the combined income statement over their estimated useful lives. Leasehold land isdepreciated over the period of its lease whereas freehold land is not depreciated. The related depreciation expense is included in the costs of the functions using theasset.

Property, plant and equipment are assessed for impairment whenever there is an indication that the balance sheet carrying amount may not be recoverableusing cash flow projections for the useful life.

The following table shows the respective useful lives for property, plant and equipment:

Goodwillandintangibleassets

Goodwill

Goodwill arises in a business combination and is the excess of the consideration transferred to acquire a business over the underlying fair value of the netidentified assets acquired. It is allocated to groups of cash generating units (CGUs) which are usually represented by the reported segments. Goodwill is tested forimpairment annually at the level of these groups of CGUs, and any impairment charges are recorded under "Other expense" in the combined income statement.

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UsefullifeBuildings 20 to 40 yearsMachinery and other equipment

Machinery and equipment 7 to 20 yearsFurniture and vehicles 5 to 10 yearsComputer hardware 3 to 7 years

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Intangibleassetsavailable-for-use

The Company has the following classes of available-for-use intangible assets: Currently marketed products; Marketing know-how; Technologies; Otherintangible assets (including computer software) and the Alcon brand name.

Currently marketed products represent the composite value of acquired intellectual property, patents, and distribution rights and product trade names.

Marketing know-how represents the value attributable to the expertise acquired for marketing and distributing Alcon surgical products.

Technologies represent identified and separable acquired know-how used in the research, development and production processes.

Significant investments in internally developed and acquired software are capitalized and included in the "Other" category and amortized once available foruse.

The Alcon brand name is shown separately as it is the only Alcon intangible asset that is available for use with an indefinite useful life. Alcon considers that itis appropriate that the brand name has an indefinite life since the branded products have a history of strong revenue and cash flow performance, and Alcon has theintent and ability to support the brand with spending to maintain its value for the foreseeable future.

Except for the Alcon brand name, intangible assets available for use are amortized over their estimated useful lives on a straight-line basis and evaluated forpotential impairment whenever facts and circumstances indicate that their carrying value may not be recoverable. The Alcon brand name is not amortized, butevaluated for potential impairment annually.

The following table shows the respective useful lives for available-for-use intangible assets and the location in the combined income statement in which therespective amortization and any potential impairment charge is recognized:

Intangibleassetsnotyetavailable-for-use

Acquired research and development intangible assets, which are still under development and have accordingly not yet obtained marketing approval, arerecognized as In-Process Research & Development (IPR&D).

IPR&D is not amortized, but evaluated for potential impairment on an annual basis or when facts and circumstances warrant. Any impairment charge isrecorded in the combined income statement

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Usefullife Incomestatementlocationfor

amortizationandimpairmentchargesCurrently marketed products 5 to 20 years "Cost of goods sold"Marketing knowhow 25 years "Cost of goods sold"Technologies 10 to 20 years "Cost of goods sold" or "Research and Development"Other (including software) 3 to 7 years In the respective functional expenseAlcon brand name Not amortized, indefinite useful life "Other expense"

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under "Research & development". Once a project included in IPR&D has been successfully developed it is transferred to the "Currently marketed product"category.

Impairmentofgoodwillandintangibleassets

An asset is considered impaired when its balance sheet carrying amount exceeds its estimated recoverable amount, which is defined as the higher of its fairvalue less costs of disposal and its value in use. Usually, Alcon applies the fair value less costs of disposal method for its impairment assessment. In most cases nodirectly observable market inputs are available to measure the fair value less costs of disposal. Therefore, an estimate is derived indirectly and is based on netpresent value techniques utilizing post-tax cash flows and discount rates. In the limited cases where the value in use method would be applied, net present valuetechniques would be applied using pre-tax cash flows and discount rates.

Fair value less costs of disposal reflects estimates of assumptions that market participants would be expected to use when pricing the asset or CGUs, and forthis purpose management considers the range of economic conditions that are expected to exist over the remaining useful life of the asset.

The estimates used in calculating the net present values are highly sensitive and depend on assumptions specific to the nature of the Company's activities withregard to:

• Amount and timing of projected future cash flows;

• Long-term sales forecasts for periods of up to 25 years including sales growth rates;

• Actions of competitors (launch of competing products, marketing initiatives, etc.);

• Outcome of R&D activities and forecast of related costs (future product developments);

• Future tax rate;

• Appropriate royalty rate for the Alcon brand name;

• Appropriate terminal growth rate;

• Appropriate discount rate.

Generally, for intangible assets with a definite useful life the Company uses cash flow projections for the whole useful life of these assets. For goodwill andthe Alcon brand name, Alcon generally utilizes cash flow projections for a five-year period based on management forecasts, with a terminal value based on cashflow projections considering the long-term expected inflation rates and impact of demographic trends of the population to which Alcon products are prescribed, forlater periods. Probability-weighted scenarios are typically used.

Discount rates used consider Alcon estimated weighted average cost of capital adjusted for specific country and currency risks associated with cash flowprojections to approximate the weighted average cost of capital of a comparable market participant. Actual cash flows and values could vary significantly fromforecasted future cash flows and related values derived using discounting techniques.

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Cashandcashequivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less which are readily convertible to known amountsof cash. Bank overdrafts are usually presented within current financial debts on the combined balance sheet except in cases where a right of offset has been agreedwith a bank which then allows for presentation on a net basis.

Financialassets

The Company's updated accounting policy, effective January 1, 2018, upon adoption of IFRS 9 Financial Instruments is as follows:

Non-current financial assets such as loans and long-term receivables from customers, primarily related to surgical equipment sales arrangement, advances andother deposits, are carried at amortized cost, which reflects the time value of money, less any allowances for uncollectable amounts.

The Company assesses on a forward-looking basis the expected credit losses associated with its non-current financial assets valued at amortized cost.

For loans, advances and other deposits valued at amortized costs, impairments, which are based on their expected credit losses, and exchange rate losses areincluded in "Other expense" in the combined income statement and exchange rate gains and interest income, using the effective interest rate method, are included in"Other income" in the combined income statement.

For long-term receivables from customers, provisions for uncollectable amounts, which are based on their expected credit losses, are recorded as marketingand selling costs recognized in the combined income statement within "Selling, general & administration" expenses.

Fund investments are valued at fair value through profit and loss (FVPL). Unrealized gains and losses, including exchange gains and losses, are recognized inthe combined income statement in "Other income" for gains and "Other expense" for losses.

Equity securities held as strategic investments are generally designated at the date of acquisition as financial assets valued at fair value through othercomprehensive income with no subsequent recycling through profit and loss. Unrealized gains and losses, including exchange gains and losses, are recorded as afair value adjustment in the combined statement of comprehensive income. They are reclassified to retained earnings when the equity security is sold. If theseequity securities are not designated at the date of acquisition as financial assets valued at fair value through other comprehensive income, they are valued at FVPL,as described above.

Prior to the adoption of IFRS 9, the Company's accounting policy for financial assets was as follows:

Financial assets such as loans and long-term receivables from customers primarily related to surgical equipment sales arrangement, advances and otherdeposits were carried at amortized cost, which reflects the time value of money, less any allowances for uncollectable amounts.

Impairments and exchange rate gains and losses on other financial assets, including loans, as well as interest income using the effective interest rate method,were immediately recorded in "Other income" or "Other expense" in the combined income statement.

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The Company has classified all its fund investments as available-for-sale, as they were not acquired to generate profit from short-term fluctuations in price.Unrealized gains were recorded as a fair value adjustment in the combined statement of comprehensive income. They were recognized in the combined incomestatement when the financial asset is sold, at which time the gain was transferred to "Other income".

A security was assessed for impairment when its fair value at the balance sheet date was less than initial cost reduced by any previously recognizedimpairment. Impairments on fund investments were recorded in "Other expense" in the combined income statement.

The section "Impact of adopting significant new IFRS standards in 2018" in this Note 3 and Note 25 provides additional disclosure on the impact of adoption.

Inventories

Inventory is valued at acquisition or production cost determined on a first-in first-out basis. This value is used for the "Cost of goods sold" in the combinedincome statement. Unsalable inventory is fully written off in the combined income statement under "Cost of goods sold".

Tradereceivables

Trade receivables are initially recognized at their invoiced amounts, including any related sales taxes less adjustments for estimated revenue deductions suchas rebates, chargebacks and cash discounts.

From January 1, 2018, with the adoption of IFRS 9 Financial Instruments, provisions for expected credit losses are established using an expected credit lossmodel (ECL). The provisions are based on a forward-looking ECL, which includes possible default events on the trade receivables over the entire holding period ofthe trade receivable. These provisions represent the difference between the trade receivable's carrying amount in the combined balance sheet and the estimated netcollectible amount. Charges for doubtful trade receivables are recorded as marketing and selling costs recognized in the combined income statement within"Selling, general & administration" expenses.

Prior to the adoption of IFRS 9, the Company's accounting policy for trade receivable was as follows:

Provisions for doubtful trade receivables were established once there was an indication that it was likely that a loss would be incurred. These provisionsrepresent the difference between the trade receivable's carrying amount in the combined balance sheet and the estimated net collectible amount. Significantfinancial difficulties of a customer, such as probability of bankruptcy, financial reorganization, default or delinquency in payments were considered indicators thatrecovery of the trade receivable was doubtful. Charges for doubtful trade receivables were recognized in the combined income statement within "Selling,general and administration" expenses.

The section "Impact of adopting significant new IFRS standards in 2018" in this Note 3 and Note 25 provides additional disclosure on the impact of adoption.

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Legalliabilities

Alcon and its subsidiaries are subject to contingencies arising in the ordinary course of business such as patent litigation and other product-related litigation,commercial litigation, and governmental investigations and proceedings. Provisions are recorded where a reliable estimate can be made of the probable outcome oflegal or other disputes against the subsidiary.


In a business combination, it is necessary to recognize contingent future payments to previous owners representing contractually defined potential amounts asa liability. Usually for Alcon, these are linked to milestone or royalty payments related to certain assets and are recognized as a financial liability at their fair value,which is then re-measured at each subsequent reporting date. These estimations typically depend on factors such as technical milestones or market performance andare adjusted for the probability of their likelihood of payment, and if material, appropriately discounted to reflect the impact of time.

Changes in the fair value of contingent consideration liabilities in subsequent periods are recognized in the combined income statement in "Cost of goodssold" for currently marketed products and in "Research & development" for IPR&D.

The effect of unwinding the discount over time is recognized in "Interest expense" in the combined income statement.

Definedbenefitpensionplansandotherpost-employmentbenefits

The liability in respect of defined benefit pension plans and other post-employment benefits is the defined benefit obligation calculated annually byindependent actuaries using the projected unit credit method. The current service cost for such post-employment benefit plans is included in the personnel expensesof the various functions where the associates are employed. The net interest on the net defined benefit liability is recognized as "Other expense" or "Other income".

Revenuerecognition

Revenue

From January 1, 2018, with the implementation of the new standard IFRS 15 Revenue from Contracts with Customers, the Company accounting policy forrevenue recognition is as follows:

Revenue on the sale of Alcon products and services, which is recorded as "Net sales" in the combined income statement, is recognized when a contractualpromise to a customer (performance obligation) has been fulfilled by transferring control over the promised goods and services to the customer, substantially all ofwhich is at the point in time of shipment to or receipt of the products by the customer or when the services are performed. If contracts contain customer acceptanceprovisions, revenue would be recognized upon the satisfaction of acceptance criteria. The amount of revenue to be recognized is based on the consideration Alconexpects to receive in exchange for its goods and services. If a contract contains more than one performance obligation, the consideration is allocated based on thestandalone selling price of each performance obligation.

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Surgical equipment may be sold together with other products and services under a single contract and may be structured as an outright cash sale, aninstallment sale, or lease. Surgical equipment installment sales and leases have a fixed payment amount which the customer may pay either in fixed intervals or asthe customer purchases consumables and/or implantables. Revenues are recognized upon satisfaction of each of the performance obligations in the contract and theconsideration is allocated based on the standalone selling price of each performance obligation.

• Surgical equipment revenue from outright cash sales and installment sales arrangements is recognized at the point in time when control istransferred to the customer. Current- and long-term receivables for installment sales arrangements are recorded in "Other Current Assets" (see"Current portion of long-term receivables from customers" in Note 14 to our combined financial statements appearing elsewhere in this Form 20-F)and "Financial Assets" (see "Long-term receivables from customers" in Note 11 to our combined financial statements appearing elsewhere in thisForm 20-F), respectively. Financing income for installment sales arrangements longer than twelve months is recognized over the term of thearrangement in "Other Income". Alcon applies the practical expedient under IFRS 15 to installment sales arrangements that are twelve months orless in duration.

• In addition to cash and installment sales, revenue is recognized under finance and operating lease arrangements. Leases in which Alcon transferssubstantially all the risks and rewards incidental to ownership to the customer are treated as finance lease arrangements. Revenue from finance leasearrangements is recognized at amounts equal to the fair value of the equipment, which approximate the present value of the minimum leasepayments under the arrangements. As interest rates embedded in lease arrangements are approximately market rates, revenue under finance leasearrangements is comparable to revenue for outright sales. Finance income for arrangements longer than twelve months is deferred and subsequentlyrecognized based on a pattern that approximates the use of the effective interest method and recorded in "Other income." Operating lease revenuefor equipment rentals is recognized on a straight-line basis over the lease term.

The consideration Alcon receives in exchange for its goods or services may be fixed or variable. Variable consideration is only recognized when it is highlyprobable that a significant reversal will not occur. The most common elements of variable consideration are listed below:

• Rebates and discounts granted to government agencies, wholesalers, retail pharmacies and other customers are provisioned and recorded as adeduction from revenue at the time the related revenues are recorded or when the incentives are offered. They are calculated on the basis ofhistorical experience and the specific terms in the individual agreements.

• Cash discounts are offered to customers to encourage prompt payment and are provisioned and recorded as revenue deductions at the time therelated sales are recorded.

• Sales returns provisions are recognized and recorded as revenue deductions when there is historical experience of Alcon agreeing to customerreturns and Alcon can reasonably estimate expected future returns. In doing so, the estimated rate of return is applied, determined based onhistorical experience of customer returns and considering any other relevant factors. This is applied to the amounts invoiced, also considering theamount of returned products to be destroyed versus products that can be placed back in inventory for resale. Where shipments are

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made on a re-sale or return basis, without sufficient historical experience for estimating sales returns, revenue is only recorded when there isevidence of consumption or when the right of return has expired.

Provisions for revenue deductions are adjusted to actual amounts as rebates, discounts and returns are processed. The provision represents estimates of therelated obligations, requiring the use of judgment when estimating the effect of these sales deductions.

"Other revenue" mainly includes third party royalty income.

Prior to the adoption of IFRS 15 on January 1, 2018, the Company's accounting policy for revenue recognition was as follows:

• Revenue was recognized on the sale of the Company's products and services and recorded as "Net sales" in the combined income statement whenthere was persuasive evidence that a sales arrangement exists, title and risks and rewards for the products were transferred to the customer, the pricewas determinable and collectability was reasonably assured. If contracts contain customer acceptance provisions, sales would be recognized uponthe satisfaction of acceptance criteria.

• Surgical equipment may be sold together with other products and services under a single contract. The total consideration was allocated to theseparate elements based on their relative fair values. Revenue was recognized once the recognition criteria have been met for each element of thecontract.

• For surgical equipment, in addition to cash and instalment sales, revenue was recognized under finance and operating lease arrangements.Arrangements in which Alcon transfers substantially all the risks and rewards incidental to ownership to the customer were treated as finance leasearrangements. Revenue from finance lease arrangements was recognized at amounts equal to the fair values of the equipment, which approximatesthe present values of the minimum lease payments under the arrangements. As interest rates embedded in lease arrangements were approximatelymarket rates, revenue under finance lease arrangements was comparable to revenue for outright sales. Finance income for arrangements in excess oftwelve months was deferred and subsequently recognized based on a pattern that approximates the use of the effective interest method and recordedin "Other income". Operating lease revenue for equipment rentals was recognized on a straight-line basis over the lease term.

• Provisions for rebates and discounts granted to government agencies, wholesalers, retail pharmacies, and other customers were recorded as adeduction from revenue at the time the related revenues were recorded or when the incentives were offered. They were calculated on the basis ofhistorical experience and the specific terms in the individual agreements.

• Cash discounts were offered to customers to encourage prompt payment and were recorded as revenue deductions.

• When there was historical experience of the Company agreeing to customer returns and the Company could reasonably estimate expected futurereturns, a provision was recorded for estimated sales returns. In doing so the estimated rate of return was applied, determined based on historicalexperience of customer returns and considering any other relevant factors. This was applied to the amounts invoiced also considering the amount ofreturned products to be destroyed versus products that can be placed back in inventory for resale. Where shipments were made on a re-sale or returnbasis, without sufficient historical experience for estimating sales returns, revenue was only recorded when there was evidence of consumption orwhen the right of return has expired.

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Provisions for revenue deductions were adjusted to actual amounts as rebates, discounts and returns are processed. The provision represented estimates of therelated obligations, requiring the use of judgment when estimating the effect of these sales deductions.

"Other revenue" mainly included third party royalty income. Royalty income earned through a license was recognized when the underlying sales haveoccurred.

Section "Impact of adopting significant new IFRS standards in 2018" in this Note 3 and Note 25 provides additional disclosure on the impact of adoption.


Internal research and development (R&D) costs are fully charged to "Research & development" in the combined income statement in the period in which theyare incurred. The Company considers that regulatory and other uncertainties inherent in the development of new products preclude the capitalization of internaldevelopment expenses as an intangible asset until marketing approval from a regulatory authority is obtained in a major market such as the United States, theEuropean Union, Switzerland or Japan.

Payments made to third parties to in-license or acquire intellectual property rights and products, including initial upfront and subsequent milestone payments,are capitalized as intangible assets. If additional payments are made to the originator company to continue to perform R&D activities, an evaluation is made as tothe nature of the payments. Such additional payments will be expensed if they are deemed to be compensation for subcontracted R&D services not resulting in anadditional transfer of intellectual property rights to Alcon. Such additional payments will be capitalized if they are deemed to be compensation for the transfer toAlcon of additional intellectual property developed at the risk of the originator company. Subsequent internal R&D costs in relation to IPR&D and other assets areexpensed until such time that technical feasibility can be proven, as demonstrated by the receipt of marketing approval for the related product from a regulatoryauthority in a major market.

Share-basedcompensation

Incentives in the form of Novartis AG shares are provided to employees of Alcon under share award schemes of the Novartis Group.

Vested Novartis AG shares and Novartis AG American Depositary Receipts (ADRs) that are granted as compensation are valued at their market value on thegrant date and are immediately expensed in the combined income statement.

The fair values of unvested restricted Novartis AG shares, restricted share units (RSUs) in Novartis AG shares and performance share units (PSUs) in NovartisAG shares and Novartis AG ADRs granted to associates as compensation are recognized as an expense over the related vesting period. The expense recorded in thecombined income statement is included in the personnel expenses of the various functions where the associates are employed.

Unvested restricted Novartis AG shares, restricted Novartis AG ADRs and Novartis AG RSUs are only conditional on the provision of services by the planparticipant during the vesting period. They are valued using their fair value on the grant date. As Novartis AG RSUs do not entitle the holder to dividends the fairvalue is based on the Novartis AG share price at the grant date adjusted for the net

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present value of the dividends expected to be paid during the holding period. The fair value of these grants, after making adjustments for assumptions related totheir forfeiture during the vesting period, is expensed on a straight-line basis over the respective vesting period.

PSUs are subject to certain performance criteria being achieved during the vesting period and require plan participants to provide services during the vestingperiod. PSUs granted under plans defined as "Long-Term Performance Plans" are subject to performance criteria based on Novartis internal performance metrics.The expense is determined taking into account assumptions concerning performance during the period against targets and expected forfeitures due to planparticipants not meeting their service conditions. These assumptions are periodically adjusted. Any change in estimates for past services is recorded immediately asan expense or income in the combined income statement and amounts for future periods are expensed over the remaining vesting period. As a result, at the end ofthe vesting period, the total charge during the whole vesting period represents the amount that will finally vest. The number of equity instruments that finally vest isdetermined at the vesting date.

PSUs granted under the Novartis Long-Term Relative Performance Plan (LTRPP) are conditional on the provision of services by the plan participant duringthe vesting period as well as on the Total Shareholder Return (TSR) performance of Novartis relative to a specific peer group of companies over the vesting period.These performance conditions are based on variables that can be observed in the market. IFRS requires that these observations are taken into account indetermining the fair value of these PSUs at the date of grant. Novartis has determined the fair value of these PSUs at the date of grant using a "Monte Carlo"simulation model. The total fair value of this grant is expensed on a straight-line basis over the vesting period. Adjustments to the number of equity instrumentsgranted are only made if a plan participant does not fulfill the service conditions.

If a plan participant leaves Alcon for reasons other than retirement, disability or death, then unvested restricted Novartis AG shares, restricted Novartis AGADRs, RSUs and PSUs are forfeited, unless determined otherwise by the provision of the plan rules or by the Compensation Committee of the Novartis Board ofDirectors, for example, in connection with a reorganization or divestment.

Measuring the fair values of PSUs granted under the LTRPP requires estimates. The Monte Carlo simulation used for determining the fair value of the PSUsrelated to the LTRPP requires as input parameters the probability of factors related to uncertain future events; the term of the award; the grant price of underlyingNovartis AG shares or Novartis AG ADRs; expected volatilities; the expected correlation matrix of the underlying equity instruments with those of the peer groupof companies; and the risk-free interest rate.

Restructuringcharges

Restructuring provisions are recognized for the direct expenditures arising from the restructuring, where the plans are sufficiently detailed and whereappropriate communication to those affected has been made.

Charges to increase restructuring provisions are included in "Other expense" in the combined income statements. Corresponding releases are recorded in"Other income" in the combined income statement.

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Taxes

Taxes on income are provided in the same periods as the revenues and expenses to which they relate and include any interest and penalties incurred during theperiod. Deferred taxes are determined using the comprehensive liability method and are calculated on the temporary differences that arise between the tax base ofan asset or liability and its carrying value in the balance sheet prepared for purposes of these combined financial statements, except for those temporary differencesrelated to investments in subsidiaries where the timing of their reversal can be controlled and it is probable that the difference will not reverse in the foreseeablefuture. Since the retained earnings are reinvested, withholding or other taxes on eventual distribution of a subsidiary's retained earnings are only taken into accountwhen a dividend has been planned.

The estimated amounts for current and deferred tax assets or liabilities, including any amounts related to any uncertain tax positions, are based on currentlyknown facts and circumstances. Tax returns are based on an interpretation of tax laws and regulations and reflect estimates based on these judgments andinterpretations. The tax returns are subject to examination by the competent taxing authorities which may result in an assessment being made requiring payments ofadditional tax, interest or penalties. Inherent uncertainties exist in the estimates of the tax positions.

ImpactofadoptingsignificantnewIFRSstandardsin2018

The following new IFRS standards have been adopted by the Company from January 1, 2018:

IFRS9FINANCIALINSTRUMENTS

The Company implemented IFRS 9 Financial Instruments as of January 1, 2018, which substantially changes the classification and measurement of financialinstruments. The new standard requires impairments to be based on a forward-looking model, changes the approach to hedging financial exposures and relateddocumentation, changes the recognition of certain fair value changes and amends disclosures requirements.

The impairment of financial assets, including trade and lease receivables, is now assessed using an expected credit loss model; previously the current incurredloss model was used. Given the nature of the Company's financial assets, the Company had no significant impact to its provisions for doubtful accounts orimpairments from this change.

The new hedge accounting model introduced by the standard requires hedge accounting relationships to be based upon the Company's own risk managementstrategy and objectives, and to be discontinued only when the relationships no longer qualify for hedge accounting. As the Company does not apply hedgeaccounting, the new hedge accounting model introduced by the standard did not have any impact.

The most significant impact to the Company, upon adoption of IFRS 9, relates to the treatment of the unrealized gains and losses from changes in fair value oncertain of the Company's financial instruments, which were previously classified as available-for-sale long term financial investments. The unrealized gains andlosses (to the extent of previously recognized unrealized gains), which the Company recognized previously in the combined statement of other comprehensiveincome, are from January 1, 2018, recognized in the combined income statement. This approach is applied to fund

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investments and equity securities where the fair value through other comprehensive income irrevocable option is not applied.

The Company applied the modified retrospective method upon adoption of IFRS 9 on January 1, 2018. This method requires the recognition of the cumulativeeffect of initially applying IFRS 9 to retained earnings and not to restate prior years. The cumulative effect recorded at January 1, 2018, was an increase to retainedearnings of $25 million.

IFRS15REVENUEFROMCONTRACTSWITHCUSTOMERS

Alcon implemented the new standard IFRS 15 Revenue from Contracts with Customers as of January 1, 2018. The new standard amends revenue recognitionrequirements and establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from contractswith customers. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations.

The impacts of adoption of the new standard are summarized below:

• The Company's "Net sales" are derived from the sale of vision care products, surgical equipment, other products and services, where controltransfers to our customers and our performance obligations are satisfied at the time of shipment to or receipt of the products by the customer orwhen the services are performed. The adoption of IFRS 15 did not significantly change the timing or amount of revenue recognized under thesearrangements.

• The Company's "Other revenue" consists mainly of royalty income from the out-licensing of intellectual property (IP), which is recognized asearned. The adoption of IFRS 15 did not significantly change the timing or amount of revenue recognized under these arrangements.

The Company applied the modified retrospective method upon adoption of IFRS 15 on January 1, 2018. This method requires the recognition of thecumulative effect of initially applying IFRS 15 to retained earnings and not to restate prior years. As the adoption of IFRS 15 did not significantly change thetiming or amount of revenue recognized under these arrangements for 2017 or prior periods, a cumulative adjustment to retained earnings was not required.

For further information on the impact of adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers, see Note 25.

NewIFRSstandardseffectiveasofJanuary1,2019

IFRS16LEASES

IFRS 16 Leases substantially changes the financial statements as the majority of leases for which the Company is the lessee will become on-balance sheetliabilities with corresponding right-of-use assets on the balance sheet. The lease liability reflects the net present value of the remaining lease payments, and theright-of-use asset corresponds to the lease liability, adjusted for payments made before the commencement date, lease incentives and other items related to the leaseagreement. The standard replaces IAS 17 Leases.

Upon adoption of the new standard, a portion of the annual operating lease costs, which is currently fully recognized as a functional expense, will be recordedas interest expense. In addition, the

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portion of the annual lease payments recognized in the cash flow statement as a reduction of the lease liability will be recognized as an outflow from financingactivities, which currently is fully recognized as an outflow from operating activities. Given the leases involved and the current low interest rate environment, theCompany does not expect these effects to be significant.

The Company will implement the new standard on January 1, 2019, and will apply the modified retrospective method, with right-of-use assets measured at anamount equal to the lease liability, adjusted by the amount of the prepaid or accrued lease payments relating to those leases recognized in the balance sheetimmediately before the date of initial application and will not restate prior years.

Resultsofourimpactassessment

The undiscounted operating lease commitments as of December 31, 2018, disclosed in Note 23, amounted to $222 million. The Company expects to recognizeon January 1, 2019, lease liabilities and right-of-use assets in the range of $0.2 billion. This does not include the right to use assets and lease liability on financelease agreements of $79 million and $89 million, respectively. We expect no impact to retained earnings upon adoption of IFRS 16.

As a lessor, the Company does not expect any significant impact upon adoption.

There are no other IFRS standards or interpretations not yet effective that would be expected to have a material impact on the Company.

4.Significanttransactions

2018Surgical-AcquisitionofTrueVisionSystems,Inc.

On December 19, 2018, Alcon acquired 100% of the outstanding shares and equity of TrueVision Systems, Inc. (TrueVision), a privately held U.S. basedcompany. TrueVision developed the 3D scope technology currently used in the commercially marketed Alcon product NGENUITY. This technology allows retinasurgery specialists to have a 3D visualization of the back of the eye with greater depth and detail than traditional microscopes.

The fair value of the total purchase consideration amounted to $146 million. This amount consists of an initial cash payment of $110 million and the netpresent value of the contingent consideration of $36 million due to TrueVision shareholders, which they are eligible to receive upon the achievement of specifieddevelopment and commercialization milestones. The purchase price allocation resulted in net identifiable assets of $144 million, which consisted of intangibleassets of $172 million, net deferred tax liability of $29 million and other net assets of $1 million. Goodwill of $2 million was also recognized which is attributableto the assembled workforce. The 2018 results of operations since the date of acquisition were not material.

Visioncare-AcquisitionofTearFilmInnovations,Inc.

On December 17, 2018, Alcon acquired 100% of the outstanding shares and equity of Tear Film Innovations, Inc. (Tear Film), a privately held U.S. basedcompany. Tear Film is the manufacturer of the iLux® Device, an innovative therapeutic device used to treat Meibomian Gland Dysfunction, a leading cause of dryeye.

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4.Significanttransactions(Continued)

The fair value of the total purchase consideration amounted to $145 million. This amount consists of an initial cash payment of $79 million and the net presentvalue of the contingent consideration of $66 million due to Tear Film previous owners, which they are eligible to receive upon the achievement of specifieddevelopment and commercialization milestones. The purchase price allocation resulted in net identifiable assets of $143 million, which consisted of intangibleassets of $174 million, net deferred tax liability of $37 million, cash of $5 million and other net assets of $1 million. Goodwill of $2 million was also recognizedwhich is attributable to the assembled workforce. The 2018 results of operations since the date of acquisition were not material.

2017Surgical-AcquisitionofClarVistaMedical,Inc.

On September 20, 2017, Alcon Research, Ltd. (ARL), acquired 100% of the outstanding shares and equity of ClarVista Medical, Inc., a privately heldCalifornia, U.S.-based company focused on developing the HARMONI Modular IOL System, a novel intraocular lens (IOL) used to restore vision after cataractsurgery. The fair value of the total purchase consideration amounted to $125 million. This amount consists of an initial cash payment of $71 million and the netpresent value of the contingent consideration of $54 million due to ClarVista shareholders, which they are eligible to receive upon the achievement of specifieddevelopment and commercialization milestones. The purchase price allocation resulted in net identifiable assets of $123 million, which consisted of intangibleassets of $178 million, deferred tax assets of $8 million and cash and cash equivalents of $1 million and deferred tax liabilities of $64 million. Goodwill of$2 million was also recognized which is attributable to the assembled workforce. The 2017 results of operations since the date of acquisition were not material.

2016Surgical-AcquisitionofTranscendMedical,Inc.

On March 23, 2016, Alcon Research, Ltd. (ARL), acquired 100% of the outstanding shares and equity of Transcend Medical, Inc. (Transcend), a privatelyheld California, U.S.-based company focused on developing minimally-invasive surgical devices to treat glaucoma. The fair value of the total purchaseconsideration amounted to $332 million. This amount consists of an initial cash payment of $240 million and the net present value of the contingent considerationof $92 million due to the Transcend shareholders, which they are eligible to receive upon the achievement of specified development and commercializationmilestones. The purchase price allocation resulted in net identifiable assets of $294 million, which consisted of currently marketed products of $402 million anddeferred tax assets of $37 million and deferred tax liabilities of $145 million. Goodwill of $38 million was also recognized and is attributable to the assembledworkforce and the growth platform. The 2016 results of operations since the date of acquisition were not material. See Note 9 for additional information.

5.Segmentinformation

The segment information disclosed in these combined financial statements reflects historical results consistent with the planned identifiable reportingsegments of the Company and the planned financial information that the Chief Operating Decision Maker (CODM) reviews to evaluate segmental performance andallocate resources among the segments. The CODM has been comprised of the Alcon

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5.Segmentinformation(Continued)

senior management and is planned to be the Executive Committee of Alcon upon completion of the planned spin-off as described in Note 1.

The businesses of Alcon are divided operationally on a worldwide basis into two identified reporting segments, surgical and vision care. As indicated below,certain income and expenses are not allocated to segments.

Reporting segments are presented in a manner consistent with the internal reporting to the CODM, which will be the Executive Committee of Alcon. Thereporting segments are managed separately due to their distinct needs and activities for research, development, manufacturing, distribution, and commercialexecution.

The Executive Committee of Alcon will be responsible for allocating resources and assessing the performance of the reporting segments.

In surgical, the Company researches, develops, manufactures, distributes and sells ophthalmic products for cataract surgery, vitreoretinal surgery, refractivelaser surgery and glaucoma surgery. Our surgical portfolio also includes implantables, consumables and surgical equipment required for these procedures andsupports the end-to-end procedure needs of the ophthalmic surgeon.

In vision care, the Company researches, develops, manufactures, distributes and sells daily disposable, reusable, and color-enhancing contact lenses and acomprehensive portfolio of ocular health products, including products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and rednessrelievers.

We also provide services, training, education and technical support for both our surgical and vision care businesses.

The basis of presentation described in Note 2 and the accounting policies mentioned in Note 3 are used in the reporting of segment results. Inter-segmentalsales are made at amounts that are considered to approximate arm's length transactions.

The Executive Committee of Alcon will evaluate segmental performance and allocate resources among the segments primarily based on net sales and segmentcontribution.

Net identifiable assets are not assigned to the segments in the internal reporting to the CODM, and will not be considered in evaluating the performance of thebusiness segments by the Executive Committee of Alcon.

Segment contribution excludes amortization and impairment costs for acquired product rights or other intangibles, general and administrative expenses forcorporate activities, and certain other income and expenses items.

General & administration (corporate) includes the costs of the Alcon corporate headquarters and related corporate function cost allocated to Alcon fromNovartis Group.

Other income/(expense) includes other items of income and expense such as restructuring costs and legal settlements that are not attributable to a specificsegment.

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Segmentation-Combinedincomestatements

Includedinsegmentcontributionare:

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Surgical Visioncare Company ($millions) 2018 2017 2018 2017 2018 2017 Netsalestothirdparties 3,999 3,733 3,150 3,052 7,149 6,785 Sales to Novartis Group 2 3 2 1 4 4 Netsales 4,001 3,736 3,152 3,053 7,153 6,789 Segmentcontribution(1) 813 691 594 625 1,407 1,316 Amortization of intangible assets (1,019) (1,033)Impairment charges on intangible assets (378) (57)General & administration (corporate) (206) (202)Other income/(expense) (52) (101)Operatingloss (248) (77)Interest expense (24) (27)Other financial income and expense (28) (23)Lossbeforetaxes (300) (127)Taxes 73 383 Net(loss)/income (227) 256

Interest income 2 Depreciation of property, plant & equipment (114) (106) (125) (109) (239) (215)Impairment charges on property, plant & equipment, net (1) (1) (2) Equity-based compensation of Novartis equity plans (58) (46) (35) (25) (93) (71)

(1) The segment contribution corresponds to Net sales and Other revenues less Cost of goods sold, Selling, general & administration andResearch & development attributable to segments, excluding amortization and impairments on intangible assets.

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Includedinsegmentcontributionare:

The net book value of Goodwill and Intangible assets as of December 31, 2018 amounted to $19,578 million (2017: $20,436 million) of which$10,591 million (2017: $11,527 million) is attributable to the surgical segment and $6,007 million (2017: $5,929 million) is attributable to the vision care segment,see Note 9 for further information.

Geographicalinformation

The following table shows the United States, International and countries that accounted for more than 5% of at least one of the respective Company totals, fornet sales for the years ended

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Surgical Visioncare Company ($millions) 2017 2016 2017 2016 2017 2016 Netsalestothirdparties 3,733 3,606 3,052 2,983 6,785 6,589 Sales to Novartis Group 3 2 1 1 4 3 Netsales 3,736 3,608 3,053 2,984 6,789 6,592 Segmentcontribution(1) 691 709 625 600 1,316 1,309 Amortization of intangible assets (1,033) (1,021)Impairment charges on intangible assets (57) (23)General & administration (corporate) (202) (179)Other income/(expense) (101) (76)Operating(loss)/income (77) 10 Interest expense (27) (31)Other financial income and expense (23) (92)Lossbeforetaxes (127) (113)Taxes 383 (57)Netincome/(loss) 256 (170)

Interest income 1 Depreciation of property, plant & equipment (106) (118) (109) (122) (215) (240)Impairment charges on property, plant & equipment, net (3) (2) (5)Equity-based compensation of Novartis equity plans (46) (34) (25) (19) (71) (53)

(1) The segment contribution corresponds to Net sales and Other revenues less Cost of good sold, Selling, general & administration andResearch & development attributable to segments, excluding amortization and impairments on intangible assets.

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December 31, 2018, 2017 and 2016, and for selected non-current assets at December 31, 2018 and 2017:

No customer accounted for 10% or more of the Company net sales.

Netsalestothirdpartiesbybusinessfranchise

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Netsales(1) Totalofselectednon-current

asset(2) 2018 2017 2016 2018 2017 $m % $m % $m % $m % $m % Country United States 2,942 41 2,800 41 2,778 42 10,056 45 10,309 45 International 4,207 59 3,985 59 3,811 58 12,401 55 12,687 55 thereof: Japan 593 8 561 8 561 9 12 23 Switzerland (country of domicile) 57 1 57 1 61 1 11,166 50 11,773 51 Other 3,557 50 3,367 50 3,189 48 1,223 5 891 4 Companytotal 7,149 100 6,785 100 6,589 100 22,457 100 22,996 100

(1) Net sales from operations by location of third-party customer.

(2) Total of property, plant and equipment; goodwill; and intangible assets.

2018 2017 Change

(2018to2017) 2016 Change

(2017to2016) $m $m % $m % Surgical Implantables 1,136 1,045 9 1,036 1 Consumables 2,227 2,104 6 2,020 4 Equipment/other 636 584 9 550 6 TotalSurgical 3,999 3,733 7 3,606 4

Visioncare Contact lenses 1,928 1,836 5 1,772 4 Ocular health 1,222 1,216 0 1,211 0 TotalVisioncare 3,150 3,052 3 2,983 2 Totalsalestothirdparties 7,149 6,785 5 6,589 3

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6.Interestexpenseandotherfinancialincomeandexpense

Interestexpense

Otherfinancialincomeandexpense

7.Taxes

Lossbeforetaxes

Currentanddeferredincometaxexpense

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($millions) 2018 2017 2016 Interest expense (15) (17) (20)Expense arising from discounting long-term liabilities (9) (10) (11)Totalinterestexpense (24) (27) (31)

($millions) 2018 2017 2016 Interest income 2 1 Other financial expense (3) (3) (2)Monetary loss from hyperinflation accounting (1) (9)Currency result, net (26) (20) (82)Totalotherfinancialincomeandexpense (28) (23) (92)

($millions) 2018 2017 2016 Switzerland (227) (104) (92)Foreign (73) (23) (21)Totallossbeforetaxes (300) (127) (113)

($millions) 2018 2017 2016 Switzerland (77) (8) (10)Foreign (157) (95) (145)Currentincometaxexpense (234) (103) (155)Switzerland 78 7 Foreign 229 479 98 Deferredtaxincome 307 486 98 Totalincometaxincome/(expense) 73 383 (57)

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7.Taxes(Continued)

Analysisoftaxrate

The main elements contributing to the difference between the Company's overall applicable tax rate (which can change each year since it is calculated as theweighted average tax rate based on pre-tax income/(loss) of each subsidiary) and the effective tax rate are:

(1) Disallowed expenditures in 2016 include a non-deductible value-added tax audit settlement payment ($12 million or –10.6%).

(2) Effect of tax benefits expiring in 2017 relates to a Swiss subsidiary that was not subject to income tax through the end of calendar year 2017.

(3) Effect of non-deductible losses in Venezuela relates to devaluation losses on the Venezuela subsidiary's intercompany balances.

(4) In 2018, the prior year items relate to out of period income tax benefit of $61 million, which the Company has concluded is not material to the currentperiod or the prior periods to which they relate.

The Company has a substantial business presence in many countries and is therefore subject to different income and expense items that are non-taxable(permanent differences) or taxed at different rates in those tax jurisdictions. This results in a difference between our applicable tax rate and effective tax rate asshown in the table above.

The applicable tax rate in 2018, 2017 and 2016 was impacted by pre-tax losses in certain tax jurisdictions. The fluctuation in the taxes and the effective taxrates, excluding U.S. tax reform, is primarily due to the geographical pre-tax income and loss mix across certain tax jurisdictions relative to the Alcon combinedincome and loss before taxes, changes in uncertain tax positions and certain non-recurring items.

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2018 2017 2016 $m % $m % $m % Applicable tax rate 82 27.3 37 29.1 19 16.8 Effect of disallowed expenditures (1) (26) (8.7) (12) (9.4) (30) (26.5)Effect of share based compensation (2) (0.7) (4) (3.1) (6) (5.3)Effect of income taxed at reduced rates 2 0.7 1 0.9 Effect of tax credits and allowances 13 4.3 5 3.9 16 14.2 Effect of adjustments to contingent consideration liabilities 11 3.7 (8) (6.3) (1) (0.9)Effect of option payments (17) (5.7) (12) (9.4) Effect of liquidation of a subsidiary (10) (7.9) Effect of write-off of deferred tax assets 2 1.8 Effect of tax benefits expiring in 2017 (2) (12) (9.4) (11) (9.7)Effect of nondeductible losses in Venezuela (3) (17) (15.0)Effect of tax rate change on opening balance (14) (4.7) (2) (1.8)Effect of changes in uncertain tax positions (33) (11.0) (10) (7.9) (29) (25.7)Effect of other items (4) (1.2) (4) (3.2) 1 0.8 Effect of prior year items (4) 61 20.3 Effect of tax rate change on current and deferred tax assets

and liabilities from U.S. tax reform 413 325.2 Effectivetaxrate 73 24.3 383 301.6 (57) (50.4)

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8.Property,plantandequipment

The following table summarizes the movements of property, plant and equipment during 2018:

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($millions) Land Buildings Constructioninprogress

Machinery&otherequipment Total

Cost January1,2018 53 1,386 503 2,506 4,448 Impact of business combinations 1 1 Reclassifications and transfers with Novartis Group (1) 10 252 (302) 203 163 Additions 4 468 52 524 Disposals and derecognitions (2) (16) (71) (87)Currency translation effects (3) (13) (12) (45) (73)December31,2018 60 1,613 657 2,646 4,976

Accumulateddepreciation January1,2018 (3) (447) (1,438) (1,888)Transfers with Novartis Group (1) (4) (69) (6) (12) (91)Depreciation charge (70) (169) (239)Accumulated depreciation on disposals and derecognitions (2) 15 72 87 Impairment charge (1) (1) (2)Currency translation effects 6 30 36 December31,2018 (7) (565) (7) (1,518) (2,097)NetbookvalueatDecember31,2018 53 1,048 650 1,128 2,879 Netbookvalueofproperty,plant&equipmentunderfinanceleasecontracts 79 79

Commitmentsforpurchasesofproperty,plant&equipment 93

Capitalizedborrowingcosts 1

(1) Reclassifications between various asset categories due to completion of plant and other equipment under construction as well as transfers ofassets from/to Novartis Group.

(2) Derecognition of assets that are no longer used and are not considered to have a significant disposal value or other alternative use.

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8.Property,plantandequipment(Continued)

The following table summarizes the movements of property, plant and equipment during 2017:

(1) Reclassifications between various asset categories due to completion of plant and other equipment under construction as well as transfers of assets from/toNovartis Group.

(2) Derecognition of assets that are no longer used and are not considered to have a significant disposal value or other alternative use.

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($millions) Land Buildings Constructioninprogress

Machinery&otherequipment Total

Cost January1,2017 52 1,294 520 2,134 4,000 Reclassifications and transfers with Novartis Group (1) (6) 51 (376) 308 (23)Additions 5 24 352 95 476 Disposals and derecognitions (2) (21) (11) (133) (165)Currency translation effects 2 38 18 102 160 December31,2017 53 1,386 503 2,506 4,448

Accumulateddepreciation January1,2017 (3) (383) (1,323) (1,709)Transfers with Novartis Group (1) 9 9 Depreciation charge (64) (151) (215)Accumulated depreciation on disposals and derecognitions (2) 6 100 106 Currency translation effects (15) (64) (79)December31,2017 (3) (447) (1,438) (1,888)NetbookvalueatDecember31,2017 50 939 503 1,068 2,560 Netbookvalueofproperty,plant&equipmentunderfinanceleasecontracts 78 78

Commitmentsforpurchasesofproperty,plant&equipment 84

Capitalizedborrowingcosts 1

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9.Goodwillandintangibleassets

The following table summarizes the movements of goodwill and intangible assets in 2018:

The following table summarizes the allocation of the net book values of goodwill and intangible assets by reporting segment at December 31, 2018:

The surgical and vision care segments' cash generating units, to which goodwill are allocated, each comprise a group of smaller cash generating units. Thevaluation method of the recoverable amount of the cash generating units, to which goodwill is allocated, is based on the fair value less costs of disposal.

The Alcon brand name is an intangible asset with an indefinite life. The intangible asset is not allocated to the segments as it is used to market the Alcon-branded products of both the surgical and

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Goodwill Intangibleassetsotherthangoodwill

($millions) Total

Alconbrandname

Acquiredresearch&development Technologies

Currentlymarketedproducts

Marketingknow-how

Otherintangibleassets

(includingsoftware) Total

Cost January1,2018 8,895 2,980 242 5,368 4,094 5,960 370 19,014 Impact of business

combinations 4 346 346 Additions 71 1 125 197 Disposals and derecognitions

(1) (64) (1) (65)December31,2018 8,899 2,980 249 5,369 4,440 5,960 494 19,492

Accumulatedamortization January1,2018 (58) (3,635) (2,008) (1,668) (104) (7,473)Amortization charge (510) (247) (238) (24) (1,019)Accumulated impairments on

disposals and derecognitions(1) 57 57

Impairment charge (2) (39) (337) (378)December31,2018 (3) (4,184) (2,592) (1,906) (128) (8,813)NetbookvalueatDecember31,2018 8,899 2,980 246 1,185 1,848 4,054 366 10,679

(1) Derecognitions of assets that are no longer used or being developed and are not considered to have a significant disposal value or otheralternative use.


($millions) Total

Alconbrandname



Marketingknow-how



Surgical 4,538 216 1,185 438 4,054 160 6,053 Vision care 4,361 30 1,410 206 1,646 Not allocated to segment 2,980 2,980 NetbookvalueatDecember31,2018 8,899 2,980 246 1,185 1,848 4,054 366 10,679

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9.Goodwillandintangibleassets(Continued)

vision care businesses. Net sales of these products together are the grouping of cash generating units, which is used to determine the recoverable amount. Thevaluation method is based on the fair value less costs of disposal.

The following assumptions are used in the calculations:

The surgical and vision care segments' terminal growth rate assumption of 3% is higher than the expected inflation rate of the medical device industry, andmore specifically the ophthalmic sub-segment of the industry. The growth rates are expected to exceed this long-term inflation rate, due to the impact of thedemographic trend of the aging population to which Alcon products are prescribed is growing faster than the general population. The discount rates for bothsurgical and vision care segments consider the Company's weighted average cost of capital, adjusted to approximate the weighted average cost of capital of acomparable market participant.

The fair value less costs of disposal, for all groupings of cash generating units containing goodwill or indefinite life intangible assets, is reviewed for theimpact of reasonably possible changes in key assumptions. In particular we considered an increase in the discount rate, a decrease in the terminal growth rate andcertain negative impacts on the forecasted cash flows. These reasonably possible changes in key assumptions did not indicate an impairment.

"Note 3. Significant accounting policies - Impairment of goodwill and intangible assets", provides additional disclosures on how the Company performsgoodwill and intangible asset impairment testing.

The following table shows the intangible asset impairment charges for 2018 and 2017:

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(Asapercentage) Surgical Visioncare Terminal growth rate 3.0 3.0 Discount rate (post-tax) 7.5 7.5

($millions) 2018 2017

Surgical (1) (378) (57)Vision care Total (378) (57)

(1) 2018 includes an impairment of $337 million related to the write-down of CyPassdue to a voluntary market withdrawal, and animpairment of $39 million related to the write-down of the Optonol technologies. 2017 includes an impairment of $57 millionrelated to the write-down of the Xcelerator acquired research and development.

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9.Goodwillandintangibleassets(Continued)

The following table summarizes the movements of goodwill and intangible assets in 2017:

The following table summarizes the allocation of the net book values of goodwill and intangible assets by reporting segment at December 31, 2017:

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($millions) Total

Alconbrandname



Marketingknow-how



Cost January1,2017 8,893 2,980 64 5,369 4,091 5,960 294 18,758 Impact of business

combinations 2 178 178 Additions 82 82 Disposals and derecognitions

(1) (1) (7) (8)Currency translation effects 3 1 4 December31,2017 8,895 2,980 242 5,368 4,094 5,960 370 19,014

Accumulatedamortization January1,2017 (1) (3,124) (1,747) (1,430) (84) (6,386)Amortization charge (511) (258) (238) (26) (1,033)Accumulated impairments on

disposals and derecognitions(1) 7 7

Impairment charge (57) (57)Currency translation effects (3) (1) (4)December31,2017 (58) (3,635) (2,008) (1,668) (104) (7,473)NetbookvalueatDecember31,2017 8,895 2,980 184 1,733 2,086 4,292 266 11,541

(1) Derecognitions of assets that are no longer used or being developed and are not considered to have a significant disposal value or otheralternative use.


($millions) Total

Alconbrandname



Marketingknow-how



Surgical 4,536 184 1,733 668 4,292 114 6,991 Vision care 4,359 1,418 152 1,570 Not allocated to segment 2,980 2,980 NetbookvalueatDecember31,2017 8,895 2,980 184 1,733 2,086 4,292 266 11,541

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10.Deferredtaxassetsandliabilities

After offsetting $3 million of deferred tax assets and liabilities within the same tax jurisdiction the balance amounts to:

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($millions)

Property,plant&equipment

Intangibleassets

Pensionsandotherbenefitobligationsofassociates Inventories

Taxlosscarry-forwards

Otherassets,

provisionand

accruals Total GrossdeferredtaxassetsatJanuary1,2018 10 121 169 18 232 550

GrossdeferredtaxliabilitiesatJanuary1,2018 (69) (1,531) (7) (32) (25) (1,664)

NetdeferredtaxbalanceatJanuary1,2018 (59) (1,531) 114 137 18 207 (1,114)

AtJanuary1,2018 (59) (1,531) 114 137 18 207 (1,114)Credited/(charged) to income (23) 212 13 82 9 14 307 Charged to equity (2) (2)Charged to other comprehensive

income (2) (2)Impact of business combinations (78) 12 (66)Other movements (6) (2) 29 (2) 19 NetdeferredtaxbalanceatDecember31,2018 (82) (1,403) 123 248 39 217 (858)

GrossdeferredtaxassetsatDecember31,2018 12 125 262 39 235 673

GrossdeferredtaxliabilitiesatDecember31,2018 (94) (1,403) (2) (14) (18) (1,531)

NetdeferredtaxbalanceatDecember31,2018 (82) (1,403) 123 248 39 217 (858)

DeferredtaxassetsatDecember31,2018 670 DeferredtaxliabilitiesatDecember31,2018 (1,528)NetdeferredtaxbalanceatDecember31,2018 (858)

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10.Deferredtaxassetsandliabilities(Continued)

After offsetting $24 million of deferred tax assets and liabilities within the same tax jurisdiction the balance amounts to:

The following table presents deferred tax assets and deferred tax liabilities, which are expected to have an impact on current taxes payable after more thantwelve months:

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($millions)

Property,plant&equipment

Intangibleassets

Pensionsandotherbenefitobligationsofassociates Inventories

Taxlosscarry-forwards

Otherassets,

provisionand

accruals Total

GrossdeferredtaxassetsatJanuary1,2017 11 168 163 42 288 672

GrossdeferredtaxliabilitiesatJanuary1,2017 (51) (2,084) (6) (41) (36) (2,218)

NetdeferredtaxbalanceatJanuary1,2017 (40) (2,084) 162 122 42 252 (1,546)

AtJanuary1,2017 (40) (2,084) 162 122 42 252 (1,546)Credited/(charged) to income (19) 609 (22) 7 (32) (57) 486 Charged to equity 6 8 12 26 Credited/(charged) to other

comprehensive income (26) (26)Impact of business combinations (64) 8 (56)Other movements 2 2 NetdeferredtaxbalanceatDecember31,2017 (59) (1,531) 114 137 18 207 (1,114)

GrossdeferredtaxassetsatDecember31,2017 10 121 169 18 232 550

GrossdeferredtaxliabilitiesatDecember31,2017 (69) (1,531) (7) (32) (25) (1,664)

NetdeferredtaxbalanceatDecember31,2017 (59) (1,531) 114 137 18 207 (1,114)

DeferredtaxassetsatDecember31,2017 526 DeferredtaxliabilitiesatDecember31,2017 (1,640)NetdeferredtaxbalanceatDecember31,2017 (1,114)

($billions) 2018 2017 Expected to have an impact on current tax payable after more than 12 months

Deferred tax assets 0.3 0.3 Deferred tax liabilities 1.5 1.6

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For unremitted earnings retained by combined entities for reinvestment, no provision is made for income taxes that would be payable upon the distribution ofthese earnings. If these earnings were remitted, an income tax charge could result based on the tax statutes currently in effect.

Temporary differences on which no deferred tax has been provided as they are permanent in nature relate to goodwill from acquisitions and amounted to$9 billion in 2018 and 2017.

The gross value of tax loss carry forwards that have been capitalized as deferred tax assets amount to $146 million (2017: $94 million), of which $8 millionexpire in five years and $138 million expire in more than five years. Tax loss carry fowards amounting to $19 million, which expire in more than five years, havenot been capitalized.

No tax losses carried forward have expired in 2018, 2017 and 2016.

On December 22, 2017, the U.S. enacted tax reform legislation (Tax Cuts and Jobs Act), which among other provisions, reduced the U.S. corporate tax ratefrom 35% to 21%, effective January 1, 2018. This required a revaluation of the deferred tax assets and liabilities and a portion of current tax payables to the newlyenacted tax rates at the date of enactment.

The following table shows the impact on the revaluation of deferred assets and liabilities and current income tax liabilities:

The enacted U.S. tax reform legislation includes a provision that requires the U.S. parent Company's foreign subsidiaries' unremitted earnings to be subject toan immediate toll tax on the qualifying amount of unremitted earnings (the deemed repatriated earnings). Previously, these earnings were taxable upon distributionto the U.S. parent company. The toll tax amount owed is payable,

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($billions) 2018 2017 Unremitted earnings that have been retained by combined entities for reinvestment 6 6

($millions) Incomestatement Equity Total

Deferred tax asset and liability revaluation Items previously recognized in combined income statement 416 416 Items previously recognized in other comprehensive income (1) (13) (13)Items previously recognized in retained earnings (2) (5) (5)

Totalrevaluationofdeferredtaxassetsandliabilities 416 (18) 398 Total revaluation of current tax payables (3) (3)Totalrevaluationofdeferredtaxassetsandliabilitiesandcurrentincometaxliabilities 413 (18) 395

(1) Related to post-employment benefits.

(2) Related to equity based compensation plans.

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without interest, in installments over an eight year period through 2024. A U.S. subsidiary of Alcon is the parent company of a non-U.S. domiciled company and,as a result, $3 million of current tax payable was recorded related to the toll tax owed on this subsidiary's unremitted earnings.

11.Financialandothernon-currentassets

Financialassets

Minimumfinanceleasepayments

The following table shows the receivables of the gross investments in finance leases and the net present value of the minimum lease payments, as well asunearned finance income, related to surgical equipment lease arrangements. The finance income is recorded in "Other income".

Othernon-currentassets

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($millions) 2018 2017 Equity securities 19 26 Fund investments 27 25 Long-term receivables from customers 164 197 Minimum lease payments from finance lease agreements 91 122 Long-term loans, advances, security deposits and warrant options 87 67 Totalfinancialassets 388 437

2018 2017

($millions)

Totalfuture

payments

Unearnedinterestincome

Presentvalue Provision

Netbookvalue

Totalfuture

payments

Unearnedinterestincome

Presentvalue Provision

Netbookvalue

Not later than one year (1) 64 (5) 59 (2) 57 83 (7) 76 (3) 73 Between one and five years 117 (9) 108 (28) 80 180 (14) 166 (59) 107 Later than five years 48 (2) 46 (35) 11 31 (2) 29 (14) 15 Total 229 (16) 213 (65) 148 294 (23) 271 (76) 195

(1) The current portion of the minimum lease payments is recorded in trade receivables or other current assets (to the extent not yet invoiced).

($millions) 2018 2017 Deferred compensation plans 95 90 Prepaid post-employment benefit plans 12 12 Other non-current assets 41 40 Totalothernon-currentassets 148 142

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12.Inventories

The amount of inventory recognized as an expense in "Cost of goods sold" in the combined income statements during 2018 amounted to $2.2 billion (2017:$2.1 billion, 2016: $2.1 billion).

The Company recognized inventory provisions amounting to $148 million in 2018 (2017: $73 million, 2016: $62 million) and reversed inventory provisionsamounting to $56 million (2017: $15 million, 2016: $19 million). Inventory provisions mainly relate to the adjustment of inventory balances to their net realizablevalue based on the forecasted sales. Reversals are made when the products become saleable.

13.Tradereceivables

The following table summarizes the movement in the provision for doubtful trade receivables:

F-42

($millions) 2018 2017 Raw material, consumables 334 200 Work in progress 127 98 Finished products 979 1,005 Totalinventories 1,440 1,303

($millions) 2018 2017 Total gross trade receivables 1,307 1,422 Provisions for doubtful trade receivables (54) (77)Totaltradereceivables,net 1,253 1,345

($millions) 2018 2017 2016 January1 (77) (55) (48)Transfers with Novartis Group 4 Provisions for doubtful trade receivables charged to the combined income statement (17) (28) (19)Utilization of provisions for doubtful trade receivables 16 2 3 Reversal of provisions for doubtful trade receivables 16 6 8 Currency translation effects 4 (2) 1 December31 (54) (77) (55)

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13.Tradereceivables(Continued)

The following sets forth the trade receivables that are not overdue as specified in the payment terms and conditions established with the Company's customers,as well as an analysis of overdue amounts and related provisions for doubtful trade receivables:

Trade receivable balances include sales to drug wholesalers, retailers, doctor groups, private health systems, government agencies, managed care providers,pharmacy benefit managers and government-supported healthcare systems.

The Company continues to monitor sovereign debt issues and economic conditions, particularly in Greece, Italy, Portugal, Spain, Brazil, Russia, Saudi Arabia,Turkey, and Argentina, which has been included in 2018, and evaluates trade receivables in these countries for potential collection risks. The majority of theoutstanding trade receivables from these closely monitored countries are due directly from local governments or from government-funded entities except forRussia, Brazil and Turkey, which are due from private entities.

Deteriorating credit and economic conditions as well as other factors in these closely monitored countries have resulted in, and may continue to result in anincrease in the average length of time that it takes to collect these trade receivables and may require the Company to re-evaluate the collectability of these tradereceivables in future periods.

The following table shows the gross trade receivables balance from these closely monitored countries at December 31, 2018 and 2017, the amounts that arepast due for more than one year and the related amount of the provisions for doubtful trade receivables that have been recorded:

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($millions) 2018 2017 Not overdue 1,018 1,082 Past due for not more than one month 118 119 Past due for more than one month but less than three months 70 77 Past due for more than three months but less than six months 34 46 Past due for more than six months but less than one year 20 31 Past due for more than one year 47 67 Provisions for doubtful trade receivables (54) (77)Totaltradereceivables,net 1,253 1,345

($millions) 2018 2017 Total balance of gross trade receivables from closely monitored countries 216 228 Past due for more than one year 14 19 Provisions for doubtful trade receivables (16) (24)

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13.Tradereceivables(Continued)

Trade receivables include amounts denominated in the following major currencies:

14.Othercurrentassets

15.Non-currentandcurrentfinancialdebt

Non-current financial debts of $89 million (2017: $84 million) represent finance lease obligation with a term to January 2, 2042 including two renewal optionsof five years each. There are additional two renewal options of five years each through January 2, 2052.

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($millions) 2018 2017 U.S. dollar (USD) 449 475 Euro (EUR) 215 234 Japanese yen (JPY) 152 146 Chinese yuan (CNY) 74 95 Indian rupee (INR) 34 34 Canadian dollar (CAD) 30 28 Australian dollar (AUD) 27 28 British pound (GBP) 25 28 Russian ruble (RUB) 24 30 South Korean won (KRW) 23 29 Other currencies 200 218 Totaltradereceivables,net 1,253 1,345

($millions) 2018 2017 VAT receivable 68 52 Current portion of long-term receivables from customers 133 159 Minimum lease payments from finance lease agreements 57 73 Prepaid expenses 46 57 Other receivables, security deposits and current assets 83 18 Totalothercurrentassets 387 359

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15.Non-currentandcurrentfinancialdebt(Continued)

Future minimum lease payments under finance lease, together with the present value of the net minimum lease payments, are as follows:

Current financial debts of $47 million (2017: $65 million) relate to bank overdrafts and other short-term financial debts. The weighted average interest rate onbank and other current financial debt was 17.4% in 2018, and 10.5% in 2017.

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Minimumlease

payments ($millions) 2018 2017 Not later than one year Between one and five years 27 20 Later than five years 153 160 Totalminimumleasepayments 180 180 Less future finance charges (91) (96)Presentvalueofminimumleasepayments 89 84

Presentvalueofnetminimumlease

payments ($millions) 2018 2017 Not later than one year Between one and five years 23 17 Later than five years 66 67 Totalminimumleasepayments 89 84 Less current portion of minimum lease payments Non-currentpresentvalueofminimumleasepayments 89 84

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16.Provisionsandothernon-currentliabilities

The Company believes that its total provisions are adequate based upon currently available information. However, given the inherent difficulties in estimatingliabilities in this area, the Company may incur additional costs beyond the amounts provided. Management believes that such additional amounts, if any, would notbe material to the Company's financial condition but could be material to the results of operations or cash flows in a given period.

Provisionsforproductliabilities,governmentalinvestigationsandotherlegalmatters

The Company has established provisions for certain product liabilities, governmental investigations and other legal matters, where a potential cash outflow isprobable and the Company can make a reliable estimate of the amount of the outflow. These provisions represent the Company's current best estimate of the totalfinancial effect for the matters described below and for other less significant matters. Potential cash outflows reflected in a provision may be fully or partially off-set by insurance in certain circumstances.

The Company has not established provisions for potential damage awards for certain additional legal claims if the Company currently believes that a paymentis either not probable or cannot be reliably estimated. A number of other legal matters are in such early stages or the issues presented are such that the Company hasnot made any provisions since it cannot currently estimate either a potential outcome or the amount of any potential losses. For these reasons, among others, theCompany generally is unable to make a reliable estimate of possible loss with respect to such cases. It is therefore not practicable to provide information about thepotential financial impact of those cases.

There might also be cases for which the Company was able to make a reliable estimate of the possible loss or the range of possible loss, but the Companybelieves that publication of such information on a case-by-case basis would seriously prejudice the Company's position in ongoing legal proceedings or in anyrelated settlement discussions. Accordingly, in such cases, information has been disclosed with respect to the nature of the contingency, but no disclosure isprovided as to an estimate of the possible loss or range of possible loss.

F-46

($millions) 2018 2017 Accrued liability for employee benefits:

Defined benefit pension plans (1) 254 244 Other long-term employee benefits and deferred compensation 104 102 Other post-employment benefits (1) 345 317

Provisions for product liabilities, governmental investigations and other legal matters 6 Contingent consideration (2) 143 113 Other non-current liabilities 67 75 Totalprovisionsandothernon-currentliabilities 913 857

(1) Note 20 provides additional disclosures related to post-employment benefits.

(2) Note 24 provides additional disclosures related to contingent consideration.

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16.Provisionsandothernon-currentliabilities(Continued)

Note 23 contains additional information on contingencies.

Summaryofsignificantlegalproceedings

The following is a summary as of February 28, 2019 of significant legal proceedings of the Alcon business to which the Company or its subsidiaries are aparty. Under the Separation and Distribution Agreement the Company will enter into with Novartis in connection with the separation and the spin-off, the Companyand Novartis will each agree, subject to certain conditions and except to the extent otherwise described below with respect to any matter, to indemnify the otherparty and its directors, officers, employees and other representatives against any pending or future liabilities or claims that constitute either a Novartis Groupliability, in the case of Novartis, or an Alcon liability, in the case of the Company, under the terms of the Separation and Distribution Agreement, based on whethersuch claim or liability relates to the Novartis business and products or the Company's respective business and products.

SOUTHERNDISTRICTOFNEWYORK/WESTERNDISTRICTOFNEWYORKHEALTHCAREFRAUDINVESTIGATION

In 2011, Alcon Laboratories, Inc. (ALI) received a subpoena from the United States Department of Health & Human Services relating to an investigation intoallegations of healthcare fraud and potential off-label promotion of certain products. The subpoena requests the production of documents relating to marketingpractices and the remuneration of healthcare providers in connection with surgical equipment and certain Novartis products (Vigamox®, Nevanac®, Omnipred®,Econopred®). ALI is cooperating with this investigation.

ASIA/RUSSIAINVESTIGATION

In 2017 and 2018, Alcon and Novartis Group companies, as well as certain present and former executives and associates of Alcon and Novartis, receiveddocument requests and subpoenas from the U.S. Department of Justice (DoJ) and the U.S. Securities and Exchange Commission (SEC) requesting informationconcerning Alcon accounting, internal controls and business practices in Asia and Russia, including revenue recognition for surgical equipment and relatedproducts and services and relationships with third party distributors, both before and after Alcon became part of the Novartis Group. Alcon and Novartis arecooperating with this investigation. Novartis will indemnify Alcon in respect of defined direct monetary liabilities relating to the current scope of the ongoinginvestigation by the DoJ and the SEC relating to certain business practices in Asia and Russia and related accounting treatment.

CONTACTLENSESCLASSACTIONS

Since the first quarter of 2015, more than 50 class action complaints have been filed in several courts across the U.S. naming as defendants contact lensmanufacturers, including ALI, and alleging violations of federal antitrust law, as well as the antitrust, consumer protection and unfair competition laws of variousstates, in connection with the implementation of unilateral price policies by the defendants in the sale of contact lenses. The cases have been consolidated in theMiddle District of Florida by the Judicial Panel on Multidistrict Litigation and the claims are being vigorously contested.

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16.Provisionsandothernon-currentliabilities(Continued)

MIVSPLATFORMPATENTINFRINGEMENTLITIGATION

In June 2015, Johns Hopkins University (JHU) filed a patent infringement lawsuit against certain Alcon entities alleging that the use of certain Alcon surgicalproducts, principally by third parties, infringes a patent directed to certain methods of ocular surgery. Although the products themselves cannot infringe the patent,which includes only method claims, JHU alleges that Alcon encourages doctors to perform the patented methods using the accused products. The plaintiff isseeking more than $100 million for past damages plus trebling and a 9% royalty through the patent expiry date of March 11, 2020. The claims are being vigorouslycontested.

LenSx LASERSYSTEMANDWaveLight FS200LASERPATENTINFRINGEMENTLITIGATIONS

Two consolidated cases have been filed against Alcon claiming that the LenSxlaser system and WaveLightFS200 femtosecond laser infringe two U.S. patentsexpiring in 2018 and 2030. The district court entered summary judgment for Alcon, and the plaintiff appealed to the U.S. Court of Appeals for the Federal Circuit.The claims are being vigorously contested.

TCPAMATTER

In April 2016, a putative class action lawsuit was filed in Illinois federal court alleging that the defendants, ALI and Novartis Pharmaceuticals Corporation(NPC), sent unsolicited facsimiles in violation of the Telephone Consumer Protection Act, and seeking to certify a representative putative nationwide class ofaffected consumers. The claims are being vigorously contested.

Summaryofproductliability,governmentalinvestigationsandotherlegalmattersprovisionmovements

The Company believes that its total provisions for investigations, product liability, arbitration and other legal matters are adequate based upon currentlyavailable information. However, given the inherent difficulties in estimating liabilities, there can be no assurance that additional liabilities and costs will not beincurred beyond the amounts provided.

F-48

($millions) 2018 2017 2016 January1 49 9 30 Cash payments (1) (6) (27)Releases of provisions (7) (9) (12)Additions to provisions 1 55 17 Currency translation effects 1 December31 42 49 9 Less current portion (42) (43) (6)Non-currentproductliabilities,governmentalinvestigationsandotherlegalmattersprovisionsatDecember31 6 3

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17.Provisionsandothercurrentliabilities

Provisions and accruals are based upon management's best estimate and adjusted for actual experience. Such adjustments to the historic estimates have notbeen material.

Accrualsfordeductionsfromrevenue

The following table shows the movement of the accruals for deductions from revenue:

Restructuringprovisionmovement

In 2018, additions to provisions of $13 million were related to initiatives aimed at improving the efficiency and agility of the Company's operating model.

F-49

($millions) 2018 2017 Taxes other than income taxes 57 63 Restructuring provisions 8 3 Accrued expenses for goods and services received but not invoiced 71 69 Accruals for royalties 6 13 Accruals for deductions from revenue 194 213 Accruals for compensation and benefits including social security 363 334 Deferred income 94 138 Provisions for product liabilities, governmental investigations and other legal matters (1) 42 43 Accrued share-based payments 6 7 Contingent considerations 19 Other payables 20 7 Totalprovisionsandothercurrentliabilities 880 890

(1) Note 16 provides additional disclosures related to legal provisions.

($millions) 2018 2017 2016 January1 213 182 150 Additions 603 619 610 Payments/utilizations (613) (601) (574)Changes in offset against gross trade receivables 2 7 (4)Currency translation effects (11) 6 December31 194 213 182

($millions) 2018 2017 2016 January1 3 13 10 Additions 13 28 Cash payments (7) (6) (23)Releases (2) (4) (3)Currency translation effects 1 1 December31 8 3 13

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17.Provisionsandothercurrentliabilities(Continued)

In 2017, no additions to provisions were recorded. The Company continued initiatives to realign its operations to focus on the surgical and vision care businessafter the ophthalmology pharmaceutical business transfer to the Novartis Innovative Medicines Division.

In 2016, additions to provisions of $28 million were mainly related to initiatives aimed at improving the Company's efficiencies in light of the realignment ofthe operations to focus on its surgical and vision care businesses, after the transfer of its ophthalmic pharmaceuticals business to the Novartis Innovative MedicinesDivision.

18.Detailsoncombinedcashflowstatements

18.1 Depreciation,amortizationandimpairments

18.2 Cashflowsfromchangesinworkingcapitalandotheroperatingitemsincludedinoperatingcashflow

18.3 Cashflowsarisingfromacquisitionsofbusinesses

Notes 4 and 19 provide further information regarding acquisitions of businesses. All acquisitions were for cash.

F-50

($millions) 2018 2017 2016 Property, plant & equipment 241 215 245 Intangible assets 1,397 1,090 1,044 Financial assets (1) (16) 29 Total 1,622 1,334 1,289

(1) Includes fair value adjustments

($millions) 2018 2017 2016 (Increase) in inventories (150) (87) (64)Decrease/(increase) in trade receivables 53 (54) (150)Increase in trade payables 44 48 83 Net change in other current assets 83 87 150 Net change in other current liabilities 50 42 162 Total 80 36 181

($millions) Note 2018

Acquisitions 2017

Acquisitions 2016

Acquisitions Netassetsrecognizedasaresultofbusinesscombinations 19 (286) (124) (332)

Payables contingent consideration 102 54 29 Other payments (55) Cashflows (239) (70) (303)

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18.Detailsoncombinedcashflowstatements(Continued)

18.4 Reconciliationofassetsandliabilitiesarisingfromfinancingactivities

F-51

Financialassets Financialliabilities

($millions)

OtherfinancialreceivablesfromNovartisGroup

Non-currentfinancialdebts

Currentfinancialdebts

Otherfinancial

liabilitiestoNovartisGroup Total

January1,2018 (65) 84 65 46 195 Change in current financial debts (6) (6)Change in other financial receivables from Novartis Group 26 Change in other financial liabilities to Novartis Group 21 21 Non-cash change in finance lease obligation 5 5 Currency translation effects (12) (12)December31,2018 (39) 89 47 67 203 Financialassets Financialliabilities

($millions)

OtherfinancialreceivablesfromNovartisGroup

Non-currentfinancialdebts

Currentfinancialdebts

Otherfinancial

liabilitiestoNovartisGroup Total

January1,2017 (41) 79 170 26 275 Change in current financial debts (111) (111)Change in other financial receivables from Novartis Group (24) Change in other financial liabilities to Novartis Group 20 20 Non-cash change in finance lease obligation 5 5 Currency translation effects 6 6 December31,2017 (65) 84 65 46 195

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19.Acquisitionsofbusinesses

Fairvalueofassetsandliabilitiesarisingfromacquisitions

Note 4 details significant acquisition of businesses, which were TrueVision and Tear Film in 2018, ClarVista in 2017 and Transcend in 2016. The goodwillarising out of these acquisitions is attributable to buyer specific synergies, the assembled workforce and the accounting for deferred tax liabilities on the acquiredassets. No goodwill from 2018, 2017 and 2016 is tax-deductible.

20.Post-employmentbenefitsforassociates

DefinedBenefitPlans

In addition to the legally required social security schemes, the Company has numerous independent pension and other post-employment benefit plans andparticipates in plans of the Novartis Group. In most cases, these plans are externally funded in entities that are legally separate from the Company and NovartisGroup. For certain subsidiaries, however, no independent plan assets exist for the pension and other post-employment benefit obligations of associates. In thesecases the related unfunded liability is included in the balance sheet. Independent actuaries reappraise the defined benefit obligations (DBOs) of all major pensionand other post-employment benefit plans annually. Plan assets are recognized at fair value.

The major plans of the Company are based in Switzerland, the United States, the United Kingdom, and Germany. They represent 83% of the Company's totalDBO. Details of the plans in those significant countries are provided below.

The pension plans in Switzerland represent the most significant portion of the Company's total DBO and the largest component of the Company's total planassets. The principal plans in Switzerland are funded whereas supplemental plans providing additional benefits for certain of the Company's expat employees areunfunded. For the principal plans active insured members born on or after January 1, 1956, or having joined the plans after December 31, 2010, the benefits arepartially linked to the contributions paid into the plan. Certain features of Swiss pension plans required by law preclude the plans being categorized as definedcontribution plans. These factors include a minimum interest

F-52

($millions) 2018 2017 2016 Property, plant & equipment 1 Currently marketed products 346 402 Acquired research & development 178 Deferred tax assets 12 8 37 Inventories 3 Trade receivables and other current assets 2 Cash and cash equivalents 5 1 Deferred tax liabilities (78) (64) (145)Trade payables and other liabilities (4) Netidentifiableassetsacquired 287 123 294 Acquired liquidity (5) (1) Goodwill 4 2 38 Netassetsrecognizedasaresultofbusinesscombinations 286 124 332

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20.Post-employmentbenefitsforassociates(Continued)

guarantee on retirement savings accounts, a pre-determined factor for converting the accumulated savings account balance into a pension and embedded death anddisability benefits.

All benefits granted under Swiss-based principal pension plans are vested, and Swiss legislation prescribes that the employer has to contribute a fixedpercentage of an associate's pay to an external pension fund. Additional employer contributions may be required whenever the plan's statutory funding ratio fallsbelow a certain level. The associate also contributes to the plan. The pension plans are run by separate legal entities, each governed by a Board of Trustees, that, forthe principal plans, consists of representatives nominated by Novartis and the active insured associates. The Boards of Trustees are responsible for the plan designand asset investment strategy.

In September 2017, the pension regulations in Switzerland of the principal plans were amended, which resulted in a change in accounting from defined benefitto defined contribution for a component of the Swiss pension plans. This change resulted in a reduction to the defined benefit pension plans liability and in acorresponding net pre-tax gain of $5 million (CHF 5 million).

The United States pension plans represent the second largest component of the Company's total pensions DBO and the third largest component of theCompany's total plan assets. The principal plans (Qualified Plans) are funded, whereas plans providing additional benefits for executives (Restoration Plans) areunfunded. Employer contributions are required for Qualified Plans whenever the statutory funding ratio falls below a certain level. Furthermore, associates in theUnited States are covered under other post-employment benefit plans which represent 99% of the total other post-employment benefit plans DBO. These benefits inthe U.S. primarily consist of post-employment healthcare which has been closed to new members since 2015. Part of the costs of these plans is reimbursable underthe Medicare Prescription Drug, Improvement, and Modernization Act of 2003. There is no statutory funding requirement for these plans. The Group is fundingthese plans to the extent that it is tax efficient.

The major pension arrangements in Germany are governed by the Occupational Pensions Act ('BetrAVG') and represent the third largest component of theCompany's total pensions DBO. The plans are partly funded by a Contractual Trust arrangement (CTA) or direct insurances. The employer is responsible forcontributing the premiums to the insurances and paying certain benefits when they fall due. All plans are closed for new entrants and the benefits are fully vestedfor all participants. For some participants the benefits are based on final salary and length of employment, and for others the benefit is earned each year based onthe current salary in the year of service. Employees do not contribute towards the cost of the benefits. There was a plan change in 2016 for one of the plans whichextended the period of accrual up to age 65 (previously 60), subject to a maximum of 35 years of service.

The pension plans in the UK represent the fourth largest component of the Company's total DBO and the second largest component of the Company's totalplan assets. The Alcon UK Pension Scheme is governed and administered by a board of Trustees in accordance with its Trust Deed. UK legislation requires thatpension schemes are funded prudently (i.e. to a level in excess of the 'best estimate' expected cost of providing benefits). Funding is assessed on a triennial basisusing (prudent) assumptions agreed by the Trustee(s) and the Company. Trustees are responsible for jointly agreeing with the Company the level of contributionsneeded to eliminate any shortfall over a reasonable period of time (typically not exceeding 10 years). Under the governing documentation, if a surplus remains onceliabilities have been settled it would be refunded to the Company.

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The following tables are a summary of the funded and unfunded DBO for pension and other post-employment benefit plans of Alcon associates atDecember 31, 2018 and 2017:

F-54

Pensionplans

Otherpost-employmentbenefitplans

($millions) 2018 2017 2018 2017 BenefitobligationatJanuary1 671 653 382 395 Current service cost 28 29 11 11 Interest cost 15 15 13 16 Past service costs and settlements (25) (1)Administrative expenses 1 1 Remeasurement (gains)/losses arising from changes in financial assumptions (17) (1) (3) 2 Remeasurement losses/(gains) arising from changes in demographic assumptions 1 6 (3)Experience-related remeasurement losses/(gains) 2 (7) (11) (24)Currency translation effects (15) 43 1 Benefit payments (29) (38) (13) (15)Contributions of associates 4 5 Effect of acquisitions, divestments or transfers 1 (4) BenefitobligationatDecember31 662 671 385 382 FairvalueofplanassetsatJanuary1 445 418 65 77 Interest income 9 9 2 3 Return on plan assets excluding interest income (13) 30 (3) 6 Currency translation effects (9) 29 Company contributions 19 25 (11) (6)Contributions of associates 4 5 Settlements (1) (24) Benefit payments (29) (38) (13) (15)Effect of acquisitions, divestments or transfers (1) (9) FairvalueofplanassetsatDecember31 424 445 40 65 Fundedstatus (238) (226) (345) (317)LimitationonrecognitionoffundsurplusatJanuary1 (6) (4) Changeinlimitationonrecognitionoffundsurplus(incl.exchangeratedifferences) 2 (2) LimitationonrecognitionoffundsurplusatDecember31 (4) (6) NetliabilityinthebalancesheetatDecember31 (242) (232) (345) (317)

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The reconciliation of the net liability from January 1 to December 31 is as follows:

The following table shows a breakdown of the DBO for pension plans by geography and type of member and the breakdown of plan assets into thegeographical locations in which they are held:

F-55

Pensionplans


($millions) 2018 2017 2018 2017 NetliabilityatJanuary1 (232) (239) (317) (318)Current service cost (28) (29) (11) (11)Net interest expense (6) (6) (11) (13)Administrative expenses (1) (1) Past service costs and settlements (1) 1 1 Remeasurements 1 38 5 31 Currency translation effects 6 (14) (1)Company contributions 19 25 (11) (6)Effect of acquisitions, divestments or transfers (2) (5) Change in limitation on recognition of fund surplus 2 (2) NetliabilityatDecember31 (242) (232) (345) (317)

Amountsrecognizedinthebalancesheet Prepaid benefit cost 12 12 Accrued benefit liability (254) (244) (345) (317)

2018 2017

($millions) Switzer-land

UnitedStates

UnitedKingdom Germany

Restoftheworld Total

Switzer-land

UnitedStates

UnitedKingdom Germany

Restoftheworld Total

BenefitobligationatDecember31 201 111 86 94 170 662 193 120 93 93 172 671 Thereof unfunded 49 21 18 88 50 20 20 90 By type of member

Active 166 36 56 148 406 158 37 55 152 402 Deferred pensioners 18 32 69 22 9 150 19 36 74 22 15 166 Pensioners 17 43 17 16 13 106 16 47 19 16 5 103

FairvalueofplanassetsatDecember31 106 67 98 16 137 424 103 78 105 16 143 445

Fundedstatus (95) (44) 12 (78) (33) (238) (90) (42) 12 (77) (29) (226)

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The following table shows the principal weighted average actuarial assumptions used for calculating defined benefit plans and other post-employment benefitsof Alcon associates:

Changes in the aforementioned actuarial assumptions can result in significant volatility in the accounting for the pension plans in the combined financialstatements. This can result in substantial changes in the Company's other comprehensive income, long-term liabilities and prepaid pension assets.

The DBO is significantly impacted by assumptions regarding the rate that is used to discount the actuarially determined post-employment benefit liability.This rate is based on yields of high-quality corporate bonds in the country of the plan. Decreasing corporate bond yields decrease the discount rate, so that the DBOincreases and the funded status decreases.

In Switzerland, an increase in the DBO due to lower discount rates is slightly offset by lower future benefits expected to be paid on the associate's savingsaccount where the assumption on interest accrued changes in line with the discount rate.

The impact of decreasing interest rates on a plan's assets is more difficult to predict. A significant part of the plan assets is invested in bonds. Bond valuesusually rise when interest rates decrease and may therefore partially compensate for the decrease in the funded status. Furthermore, pension assets also includesignificant holdings of equity instruments. Share prices tend to rise when interest rates decrease and therefore often counteract the negative impact of the risingDBO on the funded status (although the correlation of interest rates with equities is not as strong as with bonds, especially in the short term).

The expected rate for pension increases significantly affects the DBO of most plans in Switzerland, Germany and the United Kingdom. Such pension increasesalso decrease the funded status, although there is no strong correlation between the value of the plan assets and pension/inflation increases.

Assumptions regarding life expectancy significantly impact the DBO. An increase in longevity increases the DBO. There is no offsetting impact from the planassets, as no longevity bonds or swaps are held by the pension funds. Generational mortality tables are used where this data is available.

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Pensionplans

Otherpost-employment

benefitplans

2018 2017 2018 2017 WeightedaverageassumptionsusedtodeterminebenefitobligationsatDecember31 Discount rate 2.2% 2.3% 4.3% 3.6%Expected rate of pension increase 1.1% 1.4% Expected rate of salary increase 2.8% 3.2% Interest on savings account 0.8% 0.6% Current average life expectancy for a 65-year-old male (in years) 21 20 21 21 Current average life expectancy for a 65-year-old female (in years) 23 23 23 23

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The following table shows the sensitivity of the DBO to the principal actuarial assumptions for the major retirement plans in Switzerland, the United States,the United Kingdom and Germany on an aggregated basis:

The healthcare cost trend rate assumptions used for other post-employment benefits are as follows:

The following table shows the weighted average plan asset allocation of funded defined benefit pension plans at December 31, 2018 and 2017:

Cash and most of the equity and debt securities have a quoted market price in an active market. Real estate and alternative investments, which include hedgefund and private equity investments, usually do not have a quoted market price.

The strategic allocation of assets of the different pension plans is determined with the objective of achieving an investment return that, together with thecompany contributions and contributions of associates, is sufficient to maintain reasonable control over the various funding risks of the plans. Based upon themarket and economic environments, actual asset allocations may temporarily be permitted to deviate from policy targets. The asset allocation in certain planscurrently includes investments in shares of Novartis AG.

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($millions) Changein

2018year-end 25 basis point increase in discount rate (17)25 basis point decrease in discount rate 18 1 year increase in life expectancy 15 25 basis point increase in rate of pension increase 10 25 basis point decrease in rate of pension increase (6)25 basis point increase of interest on savings account 2 25 basis point decrease of interest on savings account (1)25 basis point increase in rate of salary increase 3 25 basis point decrease in rate of salary increase (2)

2018 2017 2016 Healthcare cost trend rate assumed for next year 7.0% 6.5% 6.5% Rate to which the cost trend rate is assumed to decline 4.5% 4.5% 5.0% Year that the rate reaches the ultimate trend rate 2028 2025 2022

Pensionplans

(asapercentage) Long-term

targetminimum Long-term

targetmaximum 2018 2017 Equity securities 15 40 28 36 Debt securities 20 60 43 43 Real estate 5 20 9 8 Alternative investments 0 20 17 11 Cash and other investments 0 15 3 2 Total 100 100

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The below table shows the number of Novartis AG shares and market value, based on the proportion of the total assets attributable to Alcon associates coveredunder these plans to the total plan assets of those plans:

The weighted average duration of the DBO is 16.9 years (2017: 17.2 years).

The Company's ordinary contribution to the various pension plans is based on the rules of each plan. Additional contributions are made whenever this isrequired by statute or law (i.e., usually when statutory funding levels fall below pre-determined thresholds). The only significant plans that are foreseen to requireadditional funding are those in the United Kingdom.

The expected future cash flows in respect of pension and other post-employment benefit plans at December 31, 2018, were as follows:

Definedcontributionplans

In many subsidiaries associates are covered by defined contribution plans. Contributions charged to the 2018 combined income statement for the definedcontribution plans were $105 million (2017: $97 million; 2016: $89 million).

21.Equity-basedparticipationplansforassociates

The Company's associates participated in Novartis Group equity-based participation plans. The related expense (2018: $93 million, 2017: $71 million, 2016:$53 million) was recorded in the personnel expense in the function in which the associates are employed. Liabilities from equity-based compensation plans were$6 million (2017: $7 million).

The below disclosure covers the Novartis Group equity-based participation plans in which Alcon associates participated and can be separated into thefollowing plans:

AnnualIncentive

The Annual Incentive of the Alcon CEO is paid 50% in cash in the year following the performance period, and 50% in Novartis AG Restricted Shares (RSs) orRestricted Share Units

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December31,

2018 December31,

2017 Investment in shares of Novartis AG Number of shares (in thousands) 118.2 113.1 Market value (in $ millions) 10.1 9.5

($millions) Pensionplans


Companycontributions 2019 (estimated) 23 20 Expectedfuturebenefitpayments 2019 29 20 2020 28 20 2021 28 20 2022 28 21 2023 29 21 2024 - 2028 170 104

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21.Equity-basedparticipationplansforassociates(Continued)

(RSUs) that are granted in January of the year following the performance period, deferred and restricted for three years. Novartis Top Leaders (NTLs) receive 70%of their annual incentive in cash and 30% in Novartis AG RSs or RSUs. Each RS is entitled to voting rights and payment of dividends during the vesting period.Each RSU is equivalent to one Novartis AG share and is converted into one share at the vesting date. RSUs do not carry any dividend, dividend equivalent orvoting rights. The executives in certain countries may elect to also receive their cash incentive partially or fully in shares or share units that will not be subject tovesting conditions.

Sharesavingsplans

A number of Alcon associates in certain countries as well as certain key executives worldwide are encouraged to invest their Annual Incentive, and in theUnited Kingdom also their salary, in a share savings plan. Under the share savings plan, participants may elect to receive their Annual Incentive fully or partially inNovartis AG shares in lieu of cash. As a reward for their participation in the share savings plan, at no additional cost to the participant, Novartis partially or fullymatches their investments in shares after a holding period of three or five years.

Novartis operates three share savings plans, and associates may only participate in one of the share savings plans in any given year:

• In Switzerland, under the Employee Share Ownership Plan (ESOP) participants may choose to receive their Annual Incentive (i) 100% in NovartisAG shares, (ii) 50% in Novartis AG shares and 50% in cash or (iii) 100% in cash. After expiration of a three-year holding period for Novartis AGshares invested under the ESOP participants will receive one matching Novartis AG share for every two invested Novartis AG shares. Associateseligible for the equity plan "Select" are not eligible to receive ESOP matching shares starting with the 2017 performance period onwards. NTLs arealso not eligible to participate in the share savings plans.

• In the United Kingdom, associates can invest up to 10% of their monthly salary in Novartis AG shares (up to a maximum of GBP 150) and may alsobe invited to invest their net Annual Incentive in Novartis AG shares. Two invested Novartis AG shares are matched with one share with a holdingperiod of three years. Starting with the 2017 performance period onwards, United Kingdom associates can only invest a maximum of 50% of theirAnnual Incentive in shares and this option is no longer offered to associates who are eligible for the equity plan "Select".

• The Leveraged Share Savings Plan (LSSP) was available to key executives for performance periods prior to 2016. At the participant's election, theAnnual Incentive was awarded partly or entirely in Novartis AG shares. The elected number of Novartis AG shares is subject to a holding period offive years. At the end of the holding period, Novartis will match the invested Novartis AG shares at a ratio of 1-to-1 (i.e. one Novartis AG shareawarded for each invested Novartis AG share). In the United States both the LSSP award and the corresponding match are cash settled.

Following the introduction of the new compensation programs in 2014, the Alcon CEO, as an Executive Committee member of Novartis Group, was no longereligible to participate in the share savings plans. From the 2016 performance period onwards, the associates of Alcon that were NTLs are also no longer eligible toparticipate in the share savings plans.

Novartisequityplan"Select"

The equity plan "Select" is a global equity incentive plan under which eligible associates may annually be awarded a grant subject to a three year vestingperiod. No awards are granted for

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performance ratings below a certain threshold. The Alcon CEO, as an Executive Committee member of Novartis Group, is not eligible for participation in theequity plan "Select" effective from the performance period 2014, and the Alcon associates who were NTLs of the Novartis Group are not eligible from theperformance period 2016.

The equity plan "Select" currently allows participants in Switzerland to choose the form of their equity compensation in Novartis AG RSs or Novartis AGRSUs. In all other jurisdictions, Novartis AG RSUs are typically granted. Until 2013, participants could also choose to receive part or the entire grant in the form ofNovartis AG tradable share options.

Novartis AG tradable share options expire on their tenth anniversary from the grant date. Each Novartis AG tradable share option entitles the holder topurchase after vesting (and before the tenth anniversary from the grant date) one Novartis AG share at a stated exercise price that equals the closing market price ofthe underlying Novartis AG share at the grant date.

OptionsunderNovartisequityplan"Select"outsideNorthAmerica

The following table shows the activity associated with the Novartis AG share options during the period. The weighted average prices in the table below aretranslated from Swiss francs into USD at historical rates.

All Novartis AG share options were granted at an exercise price that was equal to the closing market price of the Novartis AG shares at the grant date. Theweighted average Novartis AG share price at the dates of sale or exercise was $86.2.

The following table summarizes information about Novartis AG share options outstanding at December 31, 2018:

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2018 2017

Options(millions)

Weightedaverageexerciseprice($)

Weightedaverageintrinsicvalue($)

Options(millions)



OptionsoutstandingatJanuary1 0.5 61.1 24.7 0.6 60.9 15.9 Sold or exercised (0.1) 59.7 29.1 (0.1) 59.4 18.6 OutstandingatDecember31 0.4 61.4 26.5 0.5 61.1 24.7 ExercisableatDecember31 0.4 61.4 26.5 0.5 61.1 24.7

Optionsoutstanding

Rangeofexerciseprices($) Number

outstanding(thousand) Averageremaining

contractuallife(years) Weightedaverageexerciseprice($)

45 - 55 32 0.7 52.4 56 - 66 394 3.5 62.1 Total 426 3.3 61.4

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OptionsunderNovartisequityplan"Select"forNorthAmerica

The following table shows the activity associated with the Novartis AG American Depositary Receipts (ADR) options during the period:

All ADR options were granted at an exercise price that was equal to the closing market price of the ADRs at the grant date. The weighted average ADR priceat the dates of sale or exercise was $81.4.

The following table summarizes information about ADR options outstanding at December 31, 2018:

Long-TermPerformancePlan

The Long-Term Performance Plan (LTPP) is an equity plan for the Alcon CEO, as a member of the executive committee of Novartis, and Alcon associatesthat were NTLs of the Novartis Group. For the 2018 grant, the target incentive is 160% for the Alcon CEO. For the NTLs, the target incentive range is from 20% to100% of base compensation.

The awards of the LTPP are based on three-year performance objectives focused on financial and innovation measures. The financial measure is NovartisCash Value Added (NCVA). The weighting of this measure is 75%. The NCVA target is approved by the Novartis AG Board of Directors.

The innovation measure is based on a holistic approach under which divisional innovation targets are set at the beginning of the cycle, comprised of up to tentarget milestones that represent the most important research and development project milestones for each division. The weighting of this measure is 25%. At theend of the performance period, the Research & Development Committee assists the Novartis AG Board of Directors and the Novartis AG CompensationCommittee in evaluating performance against the innovation targets at the end of the cycle.

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2018 2017

ADSoptions(millions)



ADSoptions(millions)



OptionsoutstandingatJanuary1 1.8 62.5 21.4 2.0 62.6 30.0 Sold or exercised (0.5) 62.4 25.8 (0.2) 63.3 18.4 OutstandingatDecember31 1.3 62.6 23.2 1.8 62.5 21.4 ExercisableatDecember31 1.3 62.6 23.2 1.8 62.5 21.4

ADRoptionsoutstanding

Rangeofexerciseprices($)

Numberoutstanding(thousand)

Averageremainingcontractuallife(years)


45 - 55 30 0.6 50.7 56 - 66 1,258 3.6 62.9 Total 1,288 3.5 62.6

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Under the LTPP, participants are granted a target number of Performance Share Units (PSUs) at the beginning of every performance period, which areconverted into unrestricted Novartis AG shares after the performance period. Payout is between 0% and 200% of target. PSUs granted under the LTPP do not carryvoting rights, but do carry dividend equivalents that are paid in Novartis AG shares at the end of the performance period.

Long-TermRelativePerformancePlan

The Long-Term Relative Performance Plan (LTRPP) is an equity plan for the Alcon CEO, as a member of the executive committee of Novartis, and Alconassociates that are NTLs of the Novartis Group. For the 2018 grant, the target incentive is 70% of base compensation for the Alcon CEO and ranges from 10% to40% of base compensation for NTL's. The LTRPP is based on the ranking of Novartis Total Shareholder Return (TSR) relative to a global healthcare peer group of12 companies until 2016, and 15 companies from 2017, over rolling three-year performance periods. TSR in USD is calculated as price change of the Novartis AGshare plus the dividend plus the re-investment return of the dividend amount, all translated to USD at the respective exchange rate, over the three-year performanceperiod. The calculation is based on Bloomberg standard published TSR data, which is publicly available. The position in the peer group determines the payoutrange based on a payout matrix. Under the LTRPP, participants are also granted a target number of PSUs at the beginning of every performance period, which areconverted into unrestricted Novartis AG shares after the performance period. Payout is between 0% and 200% of target. PSUs under the LTRPP do not carry votingrights, but do carry dividend equivalents that are paid in Novartis AG shares at the end of the performance period.

Othershareawards

Selected associates, excluding the Alcon CEO, as a member of the executive committee of Novartis, may exceptionally receive Special Share Awards ofNovartis AG RSs or Novartis AG RSUs. These Special Share Awards provide an opportunity to reward outstanding achievements or exceptional performance, andaim to retain key contributors. They are based on a formal internal selection process, through which the individual performance of each candidate is thoroughlyassessed at several management levels. Special Share Awards have a minimum three-year vesting period. In exceptional circumstances, Special Share Awards maybe awarded to attract special expertise and new talents into the organization. These grants are consistent with market practice and Novartis philosophy to attract,retain and motivate best-in-class talents around the world.

Worldwide, associates at different levels in the organization were awarded Novartis AG RSs and Novartis AG RSUs in 2018.

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Summaryofnon-vestedsharemovements

The table below provides a summary of non-vested share movements (Novartis AG RSs, RSUs and PSUs) for all plans:

22.Transactionswithrelatedparties

The Company has not historically operated as a standalone business and has various relationships with Novartis whereby Novartis provides services to theCompany.

TransactionswithNovartis

Transactions from trading activities, i.e. from activities related to product sales invoiced and services invoiced between other Novartis Group subsidiaries andthe Company's business, have not been eliminated in the combined financial statements. The following schedule shows the amounts and balances for the years2018, 2017 and 2016:

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2018 2017

Numberofsharesinthousand

Weightedaveragefairvalueatgrantdatein

$

Fairvaluein

$thousand

Numberofsharesinthousand

Weightedaveragefairvalueatgrantdatein

$

Fairvaluein

$thousand Non-vestedsharesatJanuary1 2,800 74.4 208,300 2,285 81.3 185,838 Granted

- Annual incentive 168 83.7 14,062 126 69.3 8,732 - Share savings plans 109 85.5 9,320 70 69.6 4,872 - Select North America 689 77.9 53,673 754 64.1 48,331 - Select outside North America 141 79.8 11,252 134 64.8 8,683 - Long-Term Performance Plan 316 88.4 27,934 157 71.8 11,273 - Long-Term Relative Performance Plan 37 51.2 1,894 44 48.2 2,121 - Other share awards 205 83.1 17,036 74 63.0 4,662 Vested (814) 93.0 (75,702) (720) 79.2 (57,024)Forfeited (208) 80.4 (16,723) (124) 74.1 (9,188)Non-vestedsharesatDecember31 3,443 72.9 251,046 2,800 74.4 208,300

($millions) 2018 2017 2016 Sales from the Company to Novartis Group 4 4 3 Purchases of the Company from Novartis Group 4 3 6 Other income and expense related to transactions between the Company and Novartis Group (1)Trade and other receivables from Novartis Group as of December 31 20 14 Trade and other payables to Novartis Group as of December 31 85 57 Other financial receivables from Novartis Group as of December 31 39 65 Other financial liabilities to Novartis Group as of December 31 67 46

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22.Transactionswithrelatedparties(Continued)

NovartisBusinessServicesCharges,CorporateOverheadandOtherAllocationsfromNovartis

Novartis Group provides the Company certain services from NBS, the shared service organization of Novartis Group, across the following service domains:human resources operations, real estate and facility services, including site security and executive protection, procurement, information technology, commercialand medical support services and financial reporting and accounting operations. The combined financial statements include the appropriate costs related to theservices rendered, without profit margin, in accordance with the historical arrangements that existed between the Alcon business and NBS.

In connection with the Novartis Group business re-organizations in 2016, whereby the Novartis ophthalmology pharmaceutical business was transferred to theInnovative Medicines Division of Novartis that until January 1, 2016 was managed and reported by the Alcon Division, the Novartis Innovative Medicines Divisioncompensated the Alcon Division for certain excess capacity costs that arose as a result of the business transfer.

Certain general and administrative costs of Novartis Group were not charged or allocated to the Alcon business in the past. For the purpose of these financialstatements, such costs have been allocated based on reasonable assumptions and estimates, based on the direct and indirect costs incurred to provide the respectiveservice. When specific identification was not practicable, a proportional cost method was used, primarily based on sales, or headcount.

These NBS charges, corporate overhead and other allocations amounted to $609 million in 2018, $535 million in 2017 and $493 million in 2016.

Management believes that the net charges and methods used for allocations to the Company have been performed on a reasonable basis and reflect the servicesreceived by the Company and the cost incurred on behalf of the Company. Although the combined financial statements reflect management's best estimate of allhistorical costs related to the Company, this may however not necessarily reflect what the results of operations, financial position, or cash flows would have beenhad the Company been a separate entity, nor the future results of the Company as it will exist upon completion of the planned separation (refer to Note 1 and 2).

During 2018, Alcon formed its own business and corporate support functions, including its own service organization. In this regard, certain activities andassociates have been transferred from Novartis to Alcon effective January 1, 2019.

Executiveofficers

The following table shows the key management personnel (2018, 2017: 7 members, 2016: 6 members) compensation information.

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($millions) 2018 2017 2016 Cash and other compensation 10.3 9.3 7.0 Post-employment benefits 0.8 0.8 0.6 Termination benefits 7.6 Equity-based compensation 11.3 6.8 4.7 Total 22.4 16.9 19.9

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23.Commitmentsandcontingencies

Leasingcommitments

The Company has entered into various fixed term operational leases, mainly for cars and real estate. As of December 31, 2018, the Company's commitmentswith respect to these leases, including estimated payment dates, were as follows:

ResearchandDevelopmentcommitments

The Company has entered into long-term research agreements with various institutions which provide for potential milestone payments and other payments bythe Company that may be capitalized. As of December 31, 2018 the commitments to make payments under those agreements, and their estimated timing, were asfollows:

Othercommitments

The Company entered into various purchase commitments for services and materials as well as for equipment in the ordinary course of business. Thesecommitments are generally entered into at current market prices and reflect normal business operations. For disclosure of Property, plant and equipment purchasecommitments, see Note 8.

Contingencies

The Alcon companies have to observe the laws, government orders and regulations of the country in which they operate.

A number of Alcon companies are, and will likely continue to be, subject to various legal proceedings and investigations that arise from time to time,including proceedings regarding product

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($millions) 2018 2019 50 2020 40 2021 31 2022 28 2023 36 Thereafter 37 Total 222 Expenseofcurrentyear 52

($millions) 2018 2019 33 2020 4 2021 39 2022 13 2023 31 Thereafter 62 Total 182

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23.Commitmentsandcontingencies(Continued)

liability, sales and marketing practices, commercial disputes, employment, and wrongful discharge, antitrust, securities, health and safety, environmental, tax,international trade, privacy, and intellectual property matters. As a result, the Company may become subject to substantial liabilities that may not be covered byinsurance and could affect our business, financial position and reputation. While the Company does not believe that any of these legal proceedings will have amaterial adverse effect on its financial position, litigation is inherently unpredictable and large judgments sometimes occur. As a consequence, the Company may inthe future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations or cash flow.

Governments and regulatory authorities around the world have been stepping up their compliance and law enforcement activities in recent years in key areas,including marketing practices, pricing, corruption, trade restrictions, embargo legislation, insider trading, antitrust, cyber security and data privacy. Further, whenone government or regulatory authority undertakes an investigation, it is not uncommon for other governments or regulators to undertake investigations regardingthe same or similar matters. Responding to such investigations is costly and requires an increasing amount of management's time and attention. In addition, suchinvestigations may affect the Company's reputation, create a risk of potential exclusion from government reimbursement programs in the United States and othercountries, and may lead to (or arise from) litigation. These factors have contributed to decisions by Alcon and other companies in the medical device and healthcareindustry, when deemed in their interest, to enter into settlement agreements with governmental authorities around the world prior to any formal decision by theauthorities or a court. Those government settlements have involved and may continue to involve, in current government investigations and proceedings, large cashpayments, sometimes in the hundreds of millions of dollars or more, including the potential repayment of amounts allegedly obtained improperly and otherpenalties, including treble damages. In addition, settlements of government healthcare fraud cases often require companies to enter into corporate integrityagreements, which are intended to regulate company behavior for a period of years. Also, matters underlying governmental investigations and settlements may bethe subject of separate private litigation.

While provisions have been made for probable losses, which management deems to be reasonable or appropriate, there are uncertainties connected with theseestimates. Note 16 contains additional information on these matters.

Alcon is involved in legal proceedings concerning intellectual property rights. The inherent unpredictability of such proceedings means that there can be noassurances as to their ultimate outcome. A negative result in any such proceeding could potentially adversely affect the ability of certain Alcon companies to selltheir products, or require the payment of substantial damages or royalties.

The Company's potential for environmental remediation liability is assessed based on a risk assessment and investigation of the various sites identified by theCompany as at risk for environmental remediation exposure. The Company's future remediation expenses are affected by a number of uncertainties. Theseuncertainties include, but are not limited to, the method and extent of remediation, the percentage of material attributable to the Company at the remediation sitesrelative to that attributable to other parties, and the financial capabilities of the other potentially responsible parties.

The Company has no significant environmental liabilities as at December 31, 2018 and 2017 and has incurred no significant remediation costs for the yearsended December 31, 2018, 2017 and 2016.

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24.Financialinstruments-additionaldisclosures

Derivativefinancialinstruments

At end of 2018 and 2017, there were no derivative financial instruments outstanding and there were no open hedging instruments for anticipated transactions.

F-67

($millions) Note 2018(1) 2017(1) Cashandcashequivalents 227 172

Financialassets-measuredatfairvaluethroughothercomprehensiveincome Long-term financial investments Equity securities 11 19 26 Fund investments 11 25

Totallong-termfinancialinvestments-fairvaluethroughothercomprehensiveincome 19

Totallong-termfinancialinvestments-available-for-sale 51

Totalfinancialassets-measuredatfairvaluethroughothercomprehensiveincome 19 51

Financialassets-measuredatamortizedcosts Trade receivables, income tax receivables, receivables from Novartis Group, and other current

assets (excluding pre-payments) 13/14/22 1,647 1,690 Other financial receivables from Novartis Group 22 39 65 Long-term loans and receivables from customers and finance lease, advances, security deposits

and warrant option 11 342 386

Totalfinancialassets-measuredatamortizedcosts 2,028 2,141 Financialassets-measuredatfairvaluethroughthecombinedincomestatement Fund investments 11 27

Totalfinancialassets-measuredatfairvaluethroughthecombinedincomestatement 27

Totalfinancialassets 2,301 2,364

Financialliabilities-measuredatamortizedcosts Current financial debt Bank and other financial debt 15 47 65 Other financial liabilities to Novartis Group 22 67 46

Totalcurrentfinancialdebt 114 111

Non-current financial debt Finance lease obligations 15 89 84

Totalnon-currentfinancialdebt 89 84

TradepayablesandPayablestoNovartisGroup 748 672

Totalfinancialliabilities-measuredatamortizedcosts 951 867

Financialliabilities-measuredatfairvaluethroughthecombinedincomestatement Contingent consideration 16/17 162 113

Totalfinancialliabilities-measuredatfairvaluethroughthecombinedincomestatement 162 113

Totalfinancialliabilities 1,113 980

Netfinancialassetsandfinancialliabilities 1,188 1,384

(1) The carrying amount is a reasonable approximation of fair value.

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24.Financialinstruments-additionaldisclosures(Continued)

Fairvaluebyhierarchy

As required by IFRS, financial assets and liabilities recorded at fair value in the combined financial statements are categorized based upon the level ofjudgment associated with the inputs used to measure their fair value. There are three hierarchical levels, based on an increasing amount of subjectivity associatedwith the inputs to derive fair valuation for these assets and liabilities, which are as follows:

The assets and liabilities carried at Level 1 fair value hierarchy are listed in active markets.

The assets and liabilities carried at Level 2 fair value hierarchy are valued using corroborated market data.

At the end of 2018 and 2017, there were no financial assets or liabilities carried at Level 1 fair value based on an active market or Level 2 fair value based onobservable inputs, either directly or indirectly.

Level 3 inputs are unobservable for the asset or liability. The assets generally included in Level 3 fair value hierarchy are a fund investment, equity securitiesand contingent consideration carried at fair value.

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2018

($millions) Level1 Level2 Level3 Valuedat

amortizedcost Total Financialassets Financialinvestmentsandlong-termloans Equity securities 19 19 Fund investments 27 27 Long-term loans and receivables from customers and finance lease,

advances, security deposits and warrant option 342 342 Financialinvestmentsandlong-termloans 46 342 388

Financialliabilities Contingent consideration payables (162) (162)Totalfinancialliabilitiesatfairvalue (162) (162)

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The analysis above includes all financial instruments including those measured at amortized cost or at cost. The change in carrying values associated withLevel 3 financial instruments using significant unobservable inputs during the year ended December 31 are set forth below:

If the pricing parameters for the Level 3 input were to change for equity securities and fund investment by 10% positively or negatively, this would change theamount recorded in the 2018 combined statement of comprehensive income by $5 million.

For the determination of the fair value of a contingent consideration various unobservable inputs are used. A change in these inputs might result in asignificantly higher or lower fair value measurement. The inputs used are, among others, the probability of success, sales forecast and assumptions regarding thediscount rate, timing and different scenarios of triggering events. The inputs are interrelated. The significance and usage of these inputs to each contingentconsideration may vary

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2017

($millions) Level1 Level2 Level3 Valuedat

amortizedcost Total Financialassets Financialinvestmentsandlong-termloans Equity securities 26 26 Fund investments 25 25 Long-term loans and receivables from customers and finance lease,

advances, security deposits and warrant option 386 386 Financialinvestmentsandlong-termloans 51 386 437 Financialliabilities Contingent consideration payables (113) (113)Totalfinancialliabilitiesatfairvalue (113) (113)

2018 2017

($millions) Equitysecurities

Fundinvestments


payables Equitysecurities

Fundinvestments


payables January1 26 25 (113) 7 (67)Fair value gains and other adjustments, recognized in the

combined income statement 7 66 39 Fair value gains/(losses) (including impairments and

amortizations) and other adjustments recognized in thecombined income statement (14) (31)

Fair value adjustments recognized in the combinedstatement of comprehensive income (23) 21

Purchases 11 (101) 26 (54)Cash receipts and payments (5) (3) Reclassification 5 December31 19 27 (162) 26 25 (113)

Total of fair value gains and losses recognized in thecombined income statement 0 7 52 0 0 8

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due to differences in the timing and triggering events for payments or in the nature of the asset related to the contingent consideration.

If the most significant parameters for the Level 3 input were to change by 10% positively or negatively, or where the probability of success (POS) is the mostsignificant input parameter 10% were added or deducted from the applied probability of success, for contingent consideration payables, this would change theamounts recorded in the 2018 combined income statement by $13 million and $23 million, respectively.

Equitysecuritiesmeasuredatfairvaluethroughothercomprehensiveincome

Equity securities held as strategic investments are generally designated at date of acquisition as financial assets valued at fair value through othercomprehensive income with no subsequent recycling through profit and loss. These are made up of individually non-significant investments. At December 31,2018, the Group holds 4 non-listed equity securities with fair value of $19 million.

There were no divestments and no dividends recognized during 2018 from these equity securities.

Natureandextentofrisksarisingfromfinancialinstruments

Marketrisk

The Company is exposed to market risk, primarily related to foreign currency exchange rates, interest rates and the market value of the investments of liquidfunds. The Novartis Group central treasury function provides the Company services to mitigate its market risks. Novartis Group actively monitors and seeks toreduce, where it deems it appropriate to do so, fluctuations in these exposures. It is Novartis Group policy and practice to enter into a variety of derivative financialinstruments to manage the volatility of these exposures and to enhance the yield on the investment of liquid funds. Novartis Group does not enter into any financialtransactions containing a risk that cannot be quantified at the time the transaction is concluded. In addition, Novartis Group does not sell short assets it does nothave, or does not know it will have, in the future. Novartis only sells existing assets or enters into transactions and future transactions (in the case of anticipatoryhedges) that it confidently expects it will have in the future, based on past experience. In the case of liquid funds, Novartis writes call options on assets it has, orwrites put options on positions it wants to acquire and has the liquidity to payments or in the nature of the asset related to the contingent consideration. Novartisexpects that any loss in value for these instruments generally would be offset by increases in the value of the underlying transactions.

Foreigncurrencyexchangeraterisk

The Company uses the USD as its reporting currency. As a result, the Company is exposed to foreign currency exchange movements, primarily in European,Japanese and emerging market currencies. Fluctuations in the exchange rates between the USD and other currencies can have a significant effect on both theCompany's results of operations, including reported sales and earnings, as well as on the reported value of our assets, liabilities and cash flows. This, in turn, maysignificantly affect the comparability of period-to-period results of operations.

The Company is exposed to a potential adverse devaluation risk on its total investment in certain subsidiaries operating in countries with exchange controls.The most significant foreign exchange losses ($52 million) occurred in Venezuela in 2016. The net outstanding intercompany payable balance of

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Venezuela subsidiary was not significant at December 31, 2018 and at December 31, 2017, due to reserves against the intercompany balances.

Novartis provides the Company services to mitigate its currency risks. Novartis manages its global currency exposure by engaging in hedging transactionswhere management deems appropriate. Novartis may enter into various contracts that reflect the changes in the value of foreign currency exchange rates to preservethe value of assets, commitments and anticipated transactions. Novartis also uses forward contracts and foreign currency option contracts to hedge.

The income and expenses related to these hedging transactions have been allocated to the Company based on estimated currency exposure of the Companyand are recorded to other financial income and expense in the combined income statements and recognized directly through retained earnings in invested capital.

Interestraterisk

The Company's exposure to cash flow interest rate risks arises mainly from bank overdrafts and short-term financial debts at variable rates. Novartis providesthe Company services to mitigate its interest rate risks. Novartis may enter into interest rate swap agreements, in which it exchanges periodic payments based on anotional amount and agreed-upon fixed and variable rate interests. If the interest rates had been higher / lower by 1% (2017: 1%; 2016: 1%) with all other variablesincluding tax rate being held constant, the profit after tax would have been lower / higher by $1 million (2017: $1 million; 2016: $2 million).

Commoditypricerisk

The Company has only a very limited exposure to price risk related to anticipated purchases of certain commodities used as raw materials by the Company'sbusinesses. A change in those prices may alter the gross margin of a specific business, but generally by not more than 10% of the margin and thus below theCompany's risk management tolerance levels. Accordingly, the Company does not enter into significant commodity futures, forward and option contracts tomanage fluctuations in prices of anticipated purchases.

Creditrisk

Credit risks arise from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, the Company periodicallyassesses country and customer credit risk, assigns individual credit limits, and takes actions to mitigate credit risk where appropriate.

No customer accounted for 10% or more of the Company net sales in 2018, 2017 and 2016.

Liquidityrisk

Liquidity risk is defined as the risk that the Company could not be able to settle or meet its obligations on time or at a reasonable price. Novartis GroupTreasury is responsible for liquidity, funding and settlement management. In addition, liquidity and funding risks, and related processes and policies, are overseenby management. The Company manages its liquidity risk on a combined basis according to business needs, tax, capital or regulatory considerations, if applicable,through numerous sources of financing in order to maintain flexibility. Management monitors the Company's net debt or liquidity position through rolling forecastson the basis of expected cash flows.

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25.ImpactsofadoptionofnewIFRSstandards

Note 3 explains the changes and new accounting policies introduced on January 1, 2018 resulting from the adoption of the new accounting standards IFRS 9Financial Instruments and IFRS 15 Revenue from Contracts with Customers.

No impact from the adoption of IFRS 15 Revenue from Contracts with Customers has been recorded in 2018 in the combined financial statements.

The amount by which the line items in the December 31, 2018 combined income statement and combined statement of cash flow were affected by theapplication of IFRS 15 Revenue from Contracts with Customers, as compared to IAS 18 Revenues and related interpretations was not significant.

The adoption of IFRS 9 Financial Instruments had no impact to the line items of the January 1, 2018 combined balance sheet.

The transition impact of IFRS 9 Financial Instruments was from the previously recognized unrealized gains accumulated in "Other comprehensive income"(OCI) in equity related to fund investments ($25 million). The total amount of $25 million was transferred from OCI reserves into retained earnings on January 1,2018. With the adoption of IFRS 9, from January 1, 2018, these investments are measured at fair value through profit and loss (formerly under IAS 39 measured atfair value through OCI (FVOCI), with impairments recognized in profit and loss and gains recycled out of OCI to profit and loss at the date the financial instrumentwas divested).

There was no transition impact on equity securities, recorded as long-term financial assets on the combined balance sheet, where the irrevocable FVOCIoption was applied, as they continue to be measured at fair value through OCI. In subsequent periods, upon a divestment of these investments, the OCI reservesamount will be transferred directly to retained earnings. Prior to the adoption of IFRS 9, unrealized gains recognized in OCI reserves were recycled to profit andloss.

There is no significant impact from the new expected credit loss (ECL) impairment model under IFRS 9 to the Group's allowances and provisions for tradereceivable, finance lease receivables and other short- and long-term receivables.

The following table shows the changes to the line items of the January 1, 2018 combined statement of changes in equity by the adoption of IFRS 9:

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($millions) January1,

2018 Adjustment

IFRS9

AdjustedJanuary1,

2018 Retained earnings 22,942 25 22,967 Total value adjustments 87 (25) 62 Totalinvestedcapital 23,029 23,029

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25.ImpactsofadoptionofnewIFRSstandards(Continued)

The following condensed table shows the changes to the line items of the January 1, 2018 financial instruments additional disclosures table by the adoption ofIFRS 9:

26.EventssubsequenttotheDecember31,2018combinedbalancesheetdate

On February 28, 2019, Alcon Inc.'s Board of Directors approved these combined financial statements.

The Board has evaluated subsequent events as they relate to the Company for potential recognition or disclosures from January 1, 2019 to the date of theapproval of these combined financial statements and has determined there are no subsequent events to be reported in these combined financial statements.

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($millions)

Carryingvalue

January1,2018

Reclassi-fications

Adjustedcarryingvalue

January1,2018

Retainedearningseffect

January1,2018

OCIreserveseffect

January1,2018

Cashandcashequivalents 172 172 Financialassets-measuredatfairvaluethroughothercomprehensiveincome

Long-term financial investments Equity securities 26 26 Fund investments 25 (25) 25 (25)Totallong-termfinancialinvestments 51 (25) 26 25 (25)Totalfinancialassets-measuredatfairvaluethroughothercomprehensiveincome 51 (25) 26 25 (25)

Financialassets-measuredatamortizedcosts 2,141 2,141 Financialassets-measuredatfairvaluethroughthecombinedincomestatement 25 25

Totalfinancialassets 2,364 2,364 25 (25)Financialliabilities-measuredatamortizedcosts 867 867 Financialliabilities-measuredatfairvaluethroughthecombinedincomestatement 113 113

Totalfinancialliabilities 980 980

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27.Alconsubsidiaries

The following table lists the Alcon legal entities with Total assets or Net sales to third parties in excess of $5 million included in the combined financialstatements. The equity interest percentage shown in the table represents the share in voting rights of Novartis in those entities.

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December31,2018

Share

capital(1) Equityinterest

Argentina Alcon Laboratorios Argentina S.A. Buenos Aires ARS 83.9 m 100%Australia Alcon Laboratories (Australia) Pty Ltd Frenchs Forest, NSW AUD 2.6 m 100%Austria Alcon Ophthalmika GmbH Wien EUR 36,336 100%Belgium Alcon Laboratories Belgium BVBA Puurs EUR 18,550 100%N.V. Alcon S.A. Vilvoorde EUR 141,856 100%Canada Alcon Canada Inc. Mississauga, Ontario CAD 2,500 100%Chile Alcon Laboratorios Chile Ltd. Santiago de Chile CLP 2 bn 100%China Alcon Hong Kong Limited Hong Kong HKD 77,000 100%Alcon (China) Ophthalmic Product Co., Ltd. Beijing USD 60.0 m 100%Colombia Laboratorios Alcon de Colombia S.A. Santafé de Bogotá COP 20.9 m 100%CzechRepublic Alcon Pharmaceuticals (Czech Republic) s.r.o. Prague CZK 31.0 m 100%Denmark Alcon Nordic A/S Copenhagen DKK 0.5 m 100%DominicanRep. Alcon Dominicana, SRL Santo Domingo DOP 5.0 m 100%Ecuador AlconLab Ecuador S.A. Quito USD 802,400 100%France Laboratoires Alcon S.A.S. Rueil-Malmaison EUR 12.9 m 100%Germany Alcon Pharma GmbH Freiburg im Breisgau EUR 512,000 100%CIBA Vision GmbH Grosswallstadt EUR 15.4 m 100%WaveLight GmbH Erlangen EUR 6.6 m 100%Greece Alcon Laboratories Hellas - Commercial and Industrial S.A. Maroussi, Athens EUR 5.7 m 100%Hungary Alcon Hungary Pharmaceuticals Trading Limited Liability Company Budapest HUF 75.0 m 100%

(1) Share capital may not reflect the taxable share capital and does not include any paid-in surplus.

m = million; bn = billion

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27.Alconsubsidiaries(Continued)

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December31,2018

Share


India Alcon Laboratories (India) Private Limited Bangalore INR 1.1 bn 100%Indonesia PT. CIBA Vision Batam Batam IDR 11.9 bn 100%Ireland Alcon Laboratories Ireland Limited Cork City EUR 541,251 100%Israel Optonol Ltd. Neve-Ilan ILS 752,545 100%Italy Alcon Italia S.p.A. Milan EUR 3.7 m 100%Japan Alcon Japan Ltd. Tokyo JPY 500.0 m 100%Malaysia Alcon Laboratories (Malaysia) Sdn. Bhd. Petaling Jaya MYR 1.0 m 100%CIBA Vision Johor Sdn. Bhd. Kuala Lumpur MYR 10.0 m 100%Mexico Alcon Laboratorios, S.A. de C.V. Mexico City MXN 5.9 m 100%Morocco Alcon Maroc SARL D´Associé Unique Casablanca MAD 1.0 m 100%Netherlands Alcon Nederland B.V. Arnhem EUR 18,151 100%Panama Alcon Centroamerica S.A. Panama City PAB 1,000 100%Philippines Alcon Laboratories (Philippines), Inc. Manila PHP 16.5 m 100%Poland Alcon Polska Sp. z o.o. Warszawa PLN 750,000 100%Portugal Alcon Portugal-Produtos e Equipamentos Oftalmológicos Lda. Porto Salvo EUR 4.5 m 100%Peru Alcon Pharmaceutical del Peru S.A. Lima PEN 3.3 m 100%PuertoRico Alcon (Puerto Rico), Inc. Cataño, PR USD 100 100%Romania Alcon Romania S.R.L. Bucharest RON 10.8 m 100%RussianFederation Alcon Farmacevtika LLC Moscow RUB 44.1 m 100%Singapore Alcon Pte Ltd Singapore SGD 164,000 100%CIBA Vision Asian Manufacturing and Logistics Pte Ltd. Singapore SGD 1.0 m 100%SouthAfrica Alcon Laboratories (South Africa) (Pty) Ltd. Midrand ZAR 201,820 100%SouthKorea Alcon Korea Ltd. Seoul KRW 33.8 bn 100%Spain Alcon Healthcare S.A. Barcelona EUR 916,525 100%



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December31,2018

Share


Switzerland Alcon Inc. Fribourg CHF 100,000 100%Alcon Management SA Cointrin Genève CHF 100,000 100%Alcon Grieshaber AG Schaffhausen CHF 500,000 100%Alcon Services AG Fribourg CHF 50,000 100%Alcon Switzerland SA Risch CHF 100,000 100%Alcon Pharmaceuticals Ltd. Fribourg CHF 200,000 100%Thailand Alcon Laboratories (Thailand) Limited Bangkok THB 228.1 m 100%Turkey Alcon Laboratuvarlari Ticaret A.S. Istanbul TRY 25.2 m 100%UnitedKingdom Alcon Eye Care UK Limited Frimley/Camberley GBP 550,000 100%UnitedStatesofAmerica Alcon Laboratories, Inc. Fort Worth, TX USD 1,000 100%Alcon Lensx, Inc. Fort Worth, TX USD 1 100%Alcon Refractivehorizons, LLC Fort Worth, TX USD 10 100%Alcon Research, Ltd. Fort Worth, TX USD 12.5 100%CIBA Vision Corporation Duluth, GA USD 1.3 m 100%ClarVista Medical, Inc. Aliso Viejo, CA USD 1 100%Transcend Medical, Inc. Lake Forest, IL USD 1 100%WaveLight, Inc. Sterling, VA USD 1 100%Tear Film Innovations, Inc. Fort Worth, TX USD 1 100%TrueVision Systems, Inc. Fort Worth, TX USD 1 100%Ukraine Alcon Ukraine LLC Kiev UAH 55 m 100%Venezuela Alcon Pharmaceutical, C.A. Caracas VES 55 m 100%



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The following table lists the principal Novartis legal entities containing assets, liabilities and results of operations attributable to the Alcon business with Totalassets or Net sales to third parties in excess of $5 million included in the combined financial statements.

BermudaNovartis Investment Ltd. BrazilNovartis Biociências S.A. SpainAlcon Cusi S.A. (1)

IndiaNovartis Healthcare Private Limited ItalyNovartis Farma S.p.A. MexicoNovartis Farmacéutica, S.A. de C.V. SingaporeAlcon Singapore Manufacturing Pte. Ltd., Singapore (2)

(1) The Alcon assets and liabilities in this company have been transferred to Alcon Healthcare S.A. on January 1, 2019.

(2) The company has been legally transferred to Alcon on January 1, 2019.

F-77

Exhibit 15.1

Alcon Inc.

Rue Louis-d’Affry 6CH-1701 FribourgSwitzerland

Zurich, 21 March 2019 Form 20-F Registration Statement Dear Sir or Madam, We have been asked to issue a legal opinion letter as special Swiss legal counsel of Alcon Inc., Rue Louis-d’Affry 6, CH-1701 Fribourg, Switzerland, Swissbusiness identification number CHE-234.781.164 (the “ Company ”), a stock corporation ( Aktiengesellschaft) organized under the laws of Switzerland, with anissued share capital of 488,700,000 registered shares with a nominal value of CHF 0.04 each (the “ Shares ”), in connection with the registration statement onForm 20-F (File No. 001-31269) (the “ Registration Statement ”) , including all amendments or supplements thereto, being filed with the Securities and ExchangeCommission (the “ Commission ”) pursuant to section 12(b) of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), for theregistration of all its Shares, in connection with the spin-off of the Company from Novartis AG, Lichtstr. 35, 4056 Basel, Switzerland, Swiss business identificationnumber CHE-103.867.266, a stock corporation ( Aktiengesellschaft) organized under the laws of Switzerland (“ Novartis ”) by way of distribution, as a dividendin-kind, of all outstanding Shares (excluding any such Shares held as treasury shares) to Novartis shareholders and ADR holders and the listing of the Shares on theSIX Swiss Exchange Ltd and the New York Stock Exchange. The Shares subject to the Registration Statement will be 488,700,000 Shares (the “ Registered Shares ”). The Shares were issued pursuant to Swiss law and theCompany’s articles of incorporation as well as relevant shareholder and board resolutions. The Shares, as shares of a Swiss stock corporation, are generallygoverned by the laws of Switzerland. All capitalized terms used in this legal opinion letter shall have the meaning as defined herein.

I Documents

In arriving at the opinions expressed in clause III below, we have exclusively reviewed and relied on the following documents, the sufficiency of which weconfirm for purposes of this legal opinion letter (the documents referred to in this clause I collectively the “ Documents ” and any individual documentthereof “ Document ”):

a) an excerpt from the commercial register of the Canton of Fribourg, Switzerland, in relation to the Company, certified by said register to be up-to-date as

of 18 March 2019;

b) a copy of the articles of incorporation of the Company, certified by the commercial register of the Canton of Fribourg, Switzerland, as of 18March 2019 to correspond to the latest version filed with such Commercial Register (the “ Articles ”);

c) a copy of the public deed of the resolution of the Company’s annual general meeting containing the resolution of the shareholder of the Company

regarding the capital increase by cash as of 29 January 2019;

d) a copy of the public deed of the resolution of the board of directors of the Company containing the resolution of the board of directors of the Companyregarding the capital increase by cash as of 29 January 2019;

e) to the extent referred to in this opinion, a PDF-copy of the Registration Statement that this opinion is filed as an exhibit to.

II Assumptions

In arriving at the opinions expressed in clause III below, we have assumed (without verification) cumulatively that:

a) the information set out in the Documents is true, accurate, complete and up-to-date as of the date of this legal opinion letter and no changes have beenmade or will be made that should have been or should be reflected in the Documents as of the date of this legal opinion letter;

b) the Documents submitted to us as (hard or electronic) copies are complete and conform to the original document;

c) all signatures and seals on any Document are genuine;

d) where a name is indicated (in print or in handwriting) next to a signature appearing on any Document, the signature has been affixed by the person

whose name is indicated, and where no name is indicated (in print or in

2

handwriting) next to a signature appearing on any Document, the relevant Documents have been duly signed by authorized signatories;

e) to the extent any authorizations, approvals, consents, licenses, exemptions or other requirements (collectively the “ Authorizations ”) had to be

obtained outside Switzerland in connection with the spin-off and/or the issuance of the Shares, such Authorizations have been obtained or fulfilled indue time, and have remained or will remain in full force and effect at all times through the issuance of the Shares.

III Opinions

Based upon the foregoing, and subject to the qualifications and reliance limitations set out in clause IV and clause V below, we are of the opinion that underthe laws of Switzerland as currently in force and interpreted:

a) the Company is a stock corporation (Aktiengesellschaft)duly organized and validly existing under the laws of Switzerland, with corporate power and

authority to conduct its business in accordance with its Articles;

b) the Registered Shares have been validly issued and are fully paid and non-assessable (i.e. no further contributions in respect thereof will be required tobe made to the Company by the holders thereof, by reason only of their being such holders).

IV Qualifications

The opinions given under clause III above are each subject to the following cumulative qualifications:

a) The opinions expressed herein are strictly limited to matters governed by the laws of Switzerland and thus to opinions on certain Swiss law matters.

b) The opinions expressed herein are based on and subject to the laws of Switzerland as in force and generally interpreted based on available legal sourcesas of the date of this legal opinion letter, and where this legal opinion letter refers to “Swiss law” or “the laws of Switzerland”, it solely refers to Swisslaw as in force and generally interpreted based on available legal sources as of the date of this legal opinion letter. Such laws are subject to change.

c) We have made no investigation of the laws of any other jurisdiction (but the laws of Switzerland) as a basis for this legal opinion letter and do not

express or imply any opinion thereon.

d) The opinions expressed herein relate only to legal matters explicitly covered by this legal opinion letter (taking into account cumulatively allassumptions

3

and qualifications) and no opinion is given by implication or otherwise on any other matter.

e) In issuing this legal opinion letter, we based ourselves solely on the Documents and were not instructed to, and did not, make any further independent

search or due diligence; we do not opine as to any facts or circumstances occurring or coming to our attention subsequently to the date hereof.

f) The assumptions and qualifications apply to all opinions expressed in this legal opinion letter.

g) We express no opinion herein as to the accuracy or completeness of the information set out in the Registration Statement or of the representations andwarranties set out in the Registration Statement.

h) We express no opinion herein as to regulatory matters or as to any commercial, accounting, calculating, auditing, tax, or other non-corporate law matter.

i) As a matter of mandatory Swiss law, shareholders as well as the board of directors of a company are entitled to challenge resolutions adopted by a

general shareholders’ meeting believed to violate the law or the company’s articles of association by initiating legal proceedings against such companywithin two months following such meeting. Therefore, notwithstanding registration of the Shares in the competent commercial register, any shareholderor the board of directors of the Company may challenge the resolutions taken by the general shareholders’ meeting of the Company on which suchregistration of the Shares in the competent commercial register may be based.

j) In this opinion, Swiss legal concepts are expressed in English terms and not in any official Swiss language; these concepts may not be identical to the

concepts described by the same English terms as they exist under the laws of other jurisdictions. V Reliance

This legal opinion letter is addressed to the Company. We hereby consent to the filing of this legal opinion letter as an exhibit to the Registration Statement. Ingiving such consent, we do not admit or imply that we are in the category of persons whose consent is required under section 7 of the United States SecuritiesAct of 1933 or the rules and regulations of the Commission issued thereunder.

This legal opinion letter is furnished by us, as special Swiss legal counsel to the Company, in connection with the filing of the Registration Statement. Withoutour prior consent, it may not be used by, copied by, circulated by, quoted by, referred

4

to, or disclosed to any party or for any purpose, except for such filing or in connection with any reliance by investors on such filing pursuant to US securitieslaws.

Any reliance on this opinion is limited to the legal situation existing at the date of this legal opinion letter, and we shall be under no obligation to advise youon or to amend this legal opinion letter to reflect any change in circumstances or applicable laws or regulations for any period after the date of issuance of thislegal opinion letter.

This legal opinion letter shall be governed by and construed in accordance with the laws of Switzerland. This legal opinion letter may only be relied upon onthe express condition that any issues of interpretation arising hereunder will be governed by the laws of Switzerland. Yours faithfully,

Bär & Karrer AG

/s/ Dr. Urs Kägi

Dr. Urs Kägi

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Exhibit 15.2

March 21, 2019

Tax Opinion Regarding the Distribution of Alcon Inc.

Ladies and Gentlemen:

We have acted as counsel for Novartis AG, an Aktiengesellschaftorganized under the laws of Switzerland (“Novartis”), in connection with thedistribution of all of the stock of Alcon Inc., an Aktiengesellschaftorganized under the laws of Switzerland (“Alcon”), held by Novartis to holders of Novartisshares on a proratabasis (the “Distribution”) as further described in a registration statement filed by Alcon with the Securities and Exchange Commission (“SEC”)on Form 20-F (File No. 001-31269) under the Securities Exchange Act of 1934 (the “Registration Statement”). All capitalized terms used but not defined in thisopinion shall have the meanings set forth in the Registration Statement. References to any document include all schedules and exhibits thereto.

In rendering our opinion we have examined and relied upon, with your consent, (i) the Registration Statement; (ii) a representation letter, datedthe date hereof, delivered to us by Novartis in connection with this opinion; (iii) the IRS Ruling and the request for the IRS Ruling and (iv) such other documentsand corporate records as we have deemed necessary or appropriate for purposes of our opinion. In addition, our opinion assumes and is expressly conditioned onthe initial and continuing effectiveness and validity of the IRS Ruling and cannot be relied upon if the IRS Ruling is revoked or amended in whole or in part in anymaterial respect.

In addition, we have assumed, with your consent, that (i) all signatures are genuine, all natural persons are of legal capacity, all documentssubmitted to us are authentic originals, or if submitted as duplicates or certified or conformed copies that they faithfully reproduce the originals thereof; (ii) to theextent we have not been provided with an executed version of any document we have examined and relied upon, such document has been or will be executed in aform substantially similar in all material respects to the last draft reviewed by us; (iii) all representations and statements set forth in such documents are and will betrue, correct and complete as of the date hereof and the

completion of the Distribution; (iv) any representation or statement qualified by belief, knowledge, materiality or any similar qualification is true, correct andcomplete without such qualification; and (v) all events described in such documents that are expected, planned or intended to occur or not occur will in fact occuror not occur, as applicable, and all obligations imposed on any party by any such document have been or will be performed or satisfied in accordance with theirterms.

Our opinion is based on statutory, regulatory and judicial authority existing as of the date hereof, any of which may be changed at any time withretroactive effect. A change in applicable law may affect our opinion. In addition, our opinion is based solely on the documents that we have examined and thefacts and assumptions set forth above. Any variation or difference in such documents or inaccuracies of such assumptions may affect our opinion. Our opinioncannot be relied upon if any of our assumptions are inaccurate in any material respect. We assume no responsibility to inform you of any subsequent changes in thematters stated or represented in the documents described above or assumed herein or in statutory, regulatory and judicial authority and interpretations thereof. Ouropinion is not binding upon the IRS or any court, and there is no assurance that the IRS or a court will not take a contrary position. We express our opinion only asto those matters specifically addressed herein, and no opinion has been expressed or should be inferred as to the tax consequences of the Distribution or any relatedtransactions under any state, local or foreign laws or with respect to other areas of U.S. Federal taxation. We are members of the Bar of the State of New York, andwe express no opinion as to any law other than the Federal law of the United States of America.

Based upon and subject to the foregoing and to the assumptions and limitations set forth herein and in the Registration Statement under thecaption “Material U.S. Federal Income Tax Consequences of the Spin-Off”, and assuming that the Distribution is consummated as described in the RegistrationStatement, we hereby confirm that the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences ofthe Spin-Off” represents our opinion as to the matters set forth therein.

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We hereby consent to the filing of this opinion with the SEC as Exhibit 15.2 to the Registration Statement.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Novartis AGLichtstrasse 35

4056 Basel, Switzerland

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Exhibit 15.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form 20-F of Alcon Inc. of our report dated February 28, 2019 relating to the financial statements ofthe Novartis AG Alcon business, which appears in this Registration Statement. We also consent to the reference to us under the heading “Statements by Experts”in such Registration Statement. /s/ PricewaterhouseCoopers SA Geneva, Switzerland March 21, 2019

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